10-12B

As filed with the Securities and Exchange Commission on September 27, 2024

File No. 000-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

BioStem Technologies, Inc.

(Exact name of registrant as specified in its charter)

FLORIDA	27-0400416
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

2836 Center Port Circle

Pompano Beach, FL 33064

(Address of principal executive offices and Zip Code)

(954) 380-8342

(Registrant’s telephone number, including area code)

Copies to:

Greenberg Traurig, P.A.

Grant J. Levine, Esq.

401 East Las Olas Blvd., Suite 2000

Fort Lauderdale, Florida 33301

(954) 765-0500

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Common stock, $0.001 par value	Name of Each Exchange on which Each Class is to be Registered The Nasdaq Capital Market

Securities to be registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

TABLE OF CONTENTS

	PAGE
Cautionary Note Regarding Forward-Looking Statements	3
Item 1. Business	5
Item 1A. Risk Factors	25
Item 2. Financial Information	52
Item 3. Properties	63
Item 4. Security Ownership of Certain Beneficial Owners and Management	63
Item 5. Directors and Executive Officers	64
Item 6. Executive Compensation	67
Item 7. Certain Relationships and Related Transactions, and Director Independence	77
Item 8. Legal Proceedings	79
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities	82
Item 11. Description of Registrant’s Securities to be Registered	84
Item 12. Indemnification of Directors and Officers	87
Item 13. Financial Statements and Supplementary Data	88
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
Item 15. Financial Statements and Exhibits	F-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form 10 of BioStem Technologies, Inc. (hereinafter the “Company,” “BioStem,” “BioStem Technologies,” “we,” “us” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. In this registration statement, forward-looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate” and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader should not place undue reliance on these forward-looking statements, which apply only as of the date of this registration statement. Specifically, this registration statement contains forward-looking statements regarding:

● any assumptions that we make regarding the data that we may rely on as well as our knowledge of the industry;

● our strategy, future operations, financial positions, estimated revenues and losses, forecasts, projected costs, prospects and plans, including our goal to become a leader in regenerative medicine;

● our ongoing commitment to innovation, quality and superior outcomes;

● our intention to expand our portfolio of products to address the broader advanced wound care market;

● our ability to comply with current good tissue practices as well as any other regulations;

● any assumptions that we may make regarding the costs associated with the treatment and management of patients with acute and chronic risks;

● our expectations regarding the increase in the number of people with diabetes and the correlating demand for treatment options;

● any projections regarding the growth of the global wound care market;

● any driving factors that lead to an increase in the prevalence of diverse wounds;

● our expectations regarding the opportunity to expand the market and drive initiatives resulting in market growth, as well as our ability to expand our presence and penetration of the market;

● our expectations regarding the ability of our sales representatives to reach and penetrate customer accounts, as well as any impact that may have on our business and results of operations;

● our opportunities and strategies for growth, including our intention to expand into international markets;

● our ability to identify and pursue acquisitions that are complementary to our strategy;

● our beliefs regarding our own brand recognition;

● our expectations regarding competition in the industry, as well as our ability to compete effectively;

● our ability to attract and retain talent and the effectiveness of our compensation strategies and leadership;

● our future capital requirements and ability to source additional working capital, as well the uses of such funds;

● our ability to obtain an adequate supply of tissue and other critical resources to meet anticipated demand for the foreseeable future;

● our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

● our assumptions that we may rely on when calculating the ASP (as defined below) and any related liability that we may be subject to;

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● our ability to remediate our existing material weaknesses, as well as any impact it may have on our business and financial condition if we are unable to remediate such weaknesses or fail to identify new weaknesses;

● our expectations regarding the timing of our clinical studies;

● our expectations regarding the impact of future laws or regulations on our business;

● our expectations regarding the expenses that we may incur, as well as our ability to generate revenue and sustain profitability;

● our ability to comply with the various obligations of our existing license agreements and any future license agreements that we may enter into;

● our ability to maintain effective internal procedures;

● our ability to maintain adequate insurance;

● any exemptions that we may rely on in connection with being a “controlled company”; and

● our expectations regarding our intent to pay dividends.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

● the success or failure of management’s efforts to continue the development, manufacture and sale of its products;

● our ability to fund our operating expenses and expand our business;

● our ability to compete with other companies that have a similar business plan;

● the effect of changing economic conditions impacting our business operations;

● rapid technological change that could cause our products to become obsolete and if we do not enhance our product offerings through our research and development efforts, we may be unable to effectively compete;

● to be commercially successful, we must convince physicians that our products are safe and effective alternatives to existing products;

● changes to the regulatory environment and oversight, now or in the future, that negatively impact our ability to manufacture and sell our products;

● our expectations regarding costs relating to compliance with regulatory requirements;

● our belief in the sufficiency of our intellectual property rights in our products;

● our expectations regarding government and other third-party coverage and reimbursement for our products;

● our ability to manufacture our products in conformity with the applicable regulatory requirements and to scale up manufacturing of our products to a commercial scale in order to meet future demand expectations;

● the rate and degree of market acceptance of our products;

● the benefits of the use of our products;

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● our ability to identify, develop, acquire and in-license additional products;

● our ability to successfully establish and successfully maintain appropriate collaborations and derive significant revenue from those collaborations;

● the accuracy of our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing;

● the loss of key members of our management team;

● our ability to expand in existing and new markets;

● volatility in the price of our common stock;

● our ability to obtain and maintain listing of our common stock on the Nasdaq Capital Market; and

● the other risk factors described in this Form 10.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Form 10 Registration Statement concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts) and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. Although we believe the data from these third-party sources are reliable as of their respective dates, we cannot provide any assumptions regarding the accuracy or completeness of this information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This Form 10 Registration Statement may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Solely for convenience, our trademarks, service marks and trade names referred to in this Form 10 Registration Statement may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

Item 1. Business

Business Overview

We aim to be the leader in regenerative medicine focused on the development, manufacture, and commercialization of placental-derived allografts for advanced wound care. Our mission is to change patients’ lives for the better with the power of superior processes and an unwavering commitment to innovation, quality and superior outcomes.

Prior to 2018, our business was relating to research and development efforts primarily focused on the development of regenerative medicine products. Since 2018, upon our acquisition of Vera Life Sciences, LLC (“Vera”), our primary business became the development, manufacture, and distribution of tissue allografts for the advanced wound care market with a focus on diabetic ulcers, pressure ulcers and venous ulcers. We market and distribute products to medical professionals, such as podiatrists and plastic surgeons, indirectly through distributors and, to a much lesser extent, through direct and contract sales forces. Today, our products are comprised solely of placenta-derived allografts, which are human tissues that serve as a protective barrier or covering, but we intend to expand our portfolio of products across the continuum of advanced wound care.

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Leveraging our proprietary BioREtain processing method, we manufacture perinatal tissue allografts at the highest quality level. BioREtain has been developed by applying the latest research in tissue processing technology, focused on preserving natural growth factors and tissue structure.

Our allografts, including AmnioWrap2, VENDAJE, VENDAJE AC and VENDAJE OPTIC, are trusted by top clinicians across a range of specialties. Our wound covering products have been shown through clinical and scientific studies to support tissue healing of chronic and hard-to-heal wounds and improve patient outcomes.

The quality of our allografts is essential to our success. Our lab is accredited by the American Association of Tissue Banks (“AATB”) and adheres to applicable U.S. Food and Drug Administration (“FDA”) standards. We strive to provide products and services which not only meet but exceed, Current Good Tissue Practices (“CGTP”) requirements. AmnioWrap2, VENDAJE, VENDAJE AC and VENDAJE OPTIC are perinatal tissue-derived allografts.

As of June 30, 2024, we had 32 full-time employees located primarily in Florida.

We had net income of $6,286,028 and $9,543,420 for the three and six months ended June 30, 2024, respectively, as compared to net losses of $2,855,026 and $6,435,114 for the three and six months ended June 30, 2023, respectively. We have an accumulated deficit of $36,080,697 and working capital surplus of $12,512,673 as of June 30, 2024. We incurred net losses of $8,482,984 and $7,231,796 for the years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit and working capital deficit of $45,624,117 and $3,021,835, respectively, as of December 31, 2023.

We have applied to list our common stock on The Nasdaq Stock Market (“Nasdaq”) under the symbol “BSEM”. We cannot guarantee that we will be successful in listing our common stock on Nasdaq, and our common stock may continue to trade only on the Pink tier of the OTC Marketplace under the symbol “BSEM.”

History and Organization

We were incorporated on July 7, 2006 and have been operating as BioStem Technologies, Inc. since August 2014. On August 3, 2018, our wholly-owned operating subsidiary Blue Tech Industries, Inc., a Delaware corporation (d/b/a BioStem Life Sciences, Inc. or “BSLS”), acquired the assets of Vera. To fund the acquisition, BSLS issued 100 shares of common stock of BSLS, or 10% of the outstanding shares of BSLS, to a noncontrolling shareholder, in exchange for cash. Subsequent to this acquisition and through December 31, 2022, the shares held by the noncontrolling shareholder were reported as noncontrolling interest in our consolidated financial statements. Accordingly, prior to January 2023, we owned a controlling interest (90%) in BSLS. In January 2023, we repurchased the remaining 10% interest from the noncontrolling shareholder in exchange for 500,000 shares of common stock of the Company. In June 2024, we incorporated Auxocell Operations Inc (“Auxocell”), a new wholly-owned subsidiary of BioStem Technologies, Inc. Auxocell is domiciled in Nevada and holds certain intellectual property assets.

Our offices are located at 2836 Center Port Circle, Pompano Beach, FL 33064, and our telephone number is (954) 380-8342. Our website address is www.biostemtech.com and our email address is info@biostemtech.com. Information contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Form 10 Registration Statement.

Industry Overview

We believe that the unmet need for healing solutions is large and growing, with a growing population of people suffering from chronic, non-healing wounds. The treatment of chronic wounds is often referred to as Advanced Wound Care (“AWC”). Chronic wounds are defined and characterized as those that do not progress through the normal process of healing and remain open for an extended period of time, which, depending on the wound, can be from several weeks to a few months. There are numerous underlying causes of these wounds, with this patient population typically sharing some combination of comorbidities, including age, obesity, smoking history, diabetes and heart and vascular diseases.

Patients present with chronic wounds in a variety of care settings and these wounds vary in severity and complexity to treat. Our products can be found in many of these sites of service, including the private physician office (e.g., podiatry clinics), wound care centers, hospital inpatient and outpatient settings, nursing homes and federal facilities, such as those operated by the Department of Veterans Affairs (“VA”). The most common types of chronic and hard-to-heal wounds appear in the lower extremities, presenting as diabetic foot ulcers (“DFUs”), venous leg ulcers (“VLUs”), and pressure ulcers, among others. According to GlobalData, taken together, nearly 70% of the chronic wounds in the U.S. are categorized as chronic leg ulcers (which include DFUs and VLUs), with 42% treated with AWC such as skin substitutes. These wounds require intervention and active management by clinicians and are treated in a variety of sites-of-service, with numerous products aimed at achieving healing for the patient. The costs associated with treatment and management of patients with acute and chronic wounds are also high, with some estimates of the Medicare spend associated with such wounds approaching $100 billion annually. According to the National Library of Medicine, Diabetic foot ulcers are a widespread and highly serious complication, impacting

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around 15% percent of individuals with diabetes. Annually, over two million Americans in the U.S. develop diabetic foot ulcers, which are chronic wounds capable of resulting in amputation and, in severe cases, even the loss of a patient's life.

Due to the rising incidence of each of these factors, we expect that the AWC market will continue to grow. According to Allied Market Research, the global advanced wound care market size was valued at $10.3 billion in 2022, and is projected to reach $17.8 billion by 2032, growing at a CAGR of 5.6% from 2023 to 2032. The growth of the advanced wound care market is driven by a rise in adoption of evidence-based treatments for chronic wounds, wide availability of advanced therapy devices and rapid increase in the geriatric population. Moreover, the increase in prevalence of chronic diseases such as diabetes and obesity and rise in disposable income in developing economies fuel the adoption of advanced wound care therapies. For instance, according to the National Diabetes Statistics Report for 2022 by Centers for Disease Control and Prevention ("CDC"), in 2022, about 37.3 million people were estimated to suffer from diabetes in the U.S. As the number of people with diabetes continues to grow, so does the risk of developing diabetic foot ulcers, leading to higher demand for effective treatment options.

The prevalence of both acute and chronic wounds has grown not only in the U.S., but also globally. According to Grand View Research, the global wound care dressing market was valued at $14.2 billion in 2023 and is projected to grow at a CAGR of 4.16% from 2024 to 2030. The increasing prevalence of diverse wounds, including pressure ulcers and surgical site wounds, coupled with a growing aging population and a rise in traumatic accidents globally, is anticipated to drive the growth of the market.

The large and increasing number of patients requiring advanced treatment represents a significant cost burden on the healthcare system. According to the Alliance of Wound Care Stakeholders, the overall cost of treating chronic wounds is rising sharply, and the current annual estimated cost in the United States exceeds $28 billion.

According to the National Library of Medicine, complications from non-healing chronic wounds can ultimately result in significant, life-altering adverse outcomes, such as limb amputation. Ineffective wound management is linked to numerous poor outcomes for patients, up to and including the potential for amputation of the extremity where the wound is present. Amputation is a catastrophic event for patients, with significant impacts to their quality of life, the lives of their caretakers and the expense burden on the healthcare system. Today, up to one-fifth of diabetic patients who develop a DFU will require some form of amputation. Further, according to AHA Journals, patients who undergo a major lower extremity amputation have an increased five-year mortality rate that is comparable to, and in some cases higher than, patients with many forms of cancer.

The AWC market is comprised of many product types, such as medical devices, advanced dressings, xenografts, biological products, and Human Cells, Tissues, and Cellular and Tissue - Based Products (“HTC/Ps”), which are used as skin substitutes to treat severe and chronic wounds. Not included in AWC are traditional wound care dressings, such as bandages, gauzes and ointments, which typically are used in the treatment of non-severe or non-chronic wounds.

Traditional dressings such as bandages, gauzes and ointments, along with treatment of active infection and debridement, currently represent the “standard of care” for treating chronic wounds such as DFUs and VLUs. If, after four weeks of standard of care therapy, the wound has not responded appropriately or improved, clinical research has shown that advanced therapy such as a skin substitute can be beneficial as part of the patient’s treatment plan. However, oftentimes advanced therapies are not employed due to current treatment guidelines, product access, or medical education around the clinical and economic benefits of AWC products, including skin substitutes.

We believe these industry trends represent a large opportunity for us to drive initiatives to increase market penetration.

Our Strategy

We believe the following strategies will play a critical role in our future growth:

•Continued Expansion into Fast Growing Advanced Wound Care Market. We intend to increase sales of our products and extend our market leadership in the wound covering category by broadening our product portfolio to treat patients earlier in their advanced wound care treatment plan. We also intend to leverage our comprehensive product portfolio and relationships with key constituents to deepen our presence in the advanced wound care market. We believe the breadth and flexibility of our product portfolio, together with any future expanded product offerings to patients earlier in their advanced wound care treatment plan, will allow us to address a wide variety of wound types, sizes, and reimbursement levels offering significant new opportunities for growth. Furthermore, we believe our expanded product portfolio will enhance the ability of our distributors and sales representatives to reach and penetrate customer accounts, contributing to strong growth over time.

•Continue to Expand Sales Force and Increase Sales Productivity and Geographic Reach. We plan to continue to expand the reach and penetration of our products by growing our sales organization to serve the advanced wound care market. We expect this expansion will allow us to achieve more focused and effective sales coverage for specific market categories, broaden our geographic footprint, and leverage our expanding relationships. We also plan to increase our focus on sales outside of the United States, including Europe, Asia and Latin America. Currently, all of our sales are in the United States.

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•Supplement Organic Growth Through Selective Acquisitions. We aim to successfully identify and integrate assets that complement our strategy through acquisitions. We continue to evaluate tuck-in acquisitions which we believe can complement our existing portfolios in the advanced wound care market and will leverage our established commercial and manufacturing infrastructure.

Competitive Strengths

We believe we have several unique strengths that have been instrumental to our success and position us well for future growth:

•Leader in Regenerative Medicine. We aim to be a leading regenerative medicine company focused on the development, manufacture, and commercialization of placental-derived allografts for advanced wound care. We’ve pursued a singular goal: changing lives for the better with the power of superior processes and an unwavering commitment to innovation. Given our extensive history in regenerative medicine, we believe that we have strong brand recognition and market-leading position across our product portfolio.

•Well-Positioned in Large, Attractive and Growing Global Market—Advanced Wound Care.We believe the AWC market will continue to see accelerated growth given favorable global demographics that include an aging population and a greater incidence of comorbidities such as diabetes, obesity, and cardiovascular and peripheral vascular disease and smoking. We believe there is growing adoption of regenerative medicine products by the physician community due to their clinical superiority and cost effectiveness for all major stakeholders compared to traditional products.

•Comprehensive Suite of Products to Address the Clinical and Economic Needs of Wound Care Patients and Providers. Our comprehensive portfolio strategy of wound care products will allow physicians to personalize solutions to meet the needs of individual wound care patients. The breadth of our portfolio gives us flexibility to offer products at various prices to accommodate both the clinical and economic factors that may impact purchasing decisions. Our products can address varying reimbursement levels depending on the type of wound, the payer, and geographic differences in payer payment rates. Our experienced commercial team and partners are highly trained to assist clinicians to effectively deploy the full complement of our wound care products.

•Established and Scalable Manufacturing. Our lab is accredited by the AATB and adheres to the FDA and cGTP requirements. AmnioWrap2, VENDAJE, VENDAJE AC and VENDAJE OPTIC are perinatal tissue-derived allografts. They are designated as HCT/Ps by the FDA, are minimally manipulated, and are produced in accordance with applicable FDA regulations. We believe our lab facility is scalable to meet immediate demand.

•Extensive Executive Management and Board Experience in Regenerative Medicine. Our executive management team and Board Members have extensive experience in the health care industry, boasting over 100 years of collective experience in the space. This experience allows us to operate from a deep understanding of the underlying trends in health care and the intertwined scientific, clinical, regulatory, commercial and manufacturing challenges that are faced in the industry.

Our Technology and Products

Leveraging our proprietary BioREtain processing method, we manufacture perinatal tissue allografts at the highest level of quality. BioREtain has been developed by applying the latest research in regenerative medicine, focused on preserving natural growth factors and tissue structure. Our allografts, including AmnioWrap2, VENDAJE, VENDAJE AC and VENDAJE OPTIC are trusted by top clinicians across a range of specialties.

Technology

BioREtain

Historically, placental membrane processing has been primarily focused on the preservation of cells or removal of all non-solid matrix components. Since the development of these processes, scientific progress has been made uncovering the value of other factors within the placental tissue that are invaluable to wound healing. These factors do not rely on graft cellular content, hence preservation of cells is unnecessary. Additionally, removal of everything down to the solid matrix essentially depletes the grafts of the valuable factors endogenous to placental tissue. BioREtain is a proprietary tissue processing technology developed by BioStem to preserve the natural factors and tissue structure, the science of letting nature do its work. To provide safe, biocompatible, factor-rich grafts, we have developed a processing regime that cleans and prepares the tissues in a gentle and effective manner, while minimizing the risk involved in utilizing biologic tissue for implantation. This proprietary six-step process utilizes isotonic, hypothermic solutions with minimal disruption to ensure that the membrane structure and inherent factors are protected to the greatest extent. There are no harsh chemicals beyond initial disinfecting and no scraping or ablation of the natural components of the placental tissue. Additionally, no high heat or ice formation is used in dehydration, and grafts are individually packed and terminally sterilized via electron beam sterilization (E-beam). E-beam avoids harmful byproducts, excessive cross-linking of valuable factors and long irradiation times associated with other methods.

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Examples of factors retained in BioREtain-processed placental tissue are IL-1ra, HGF, PDGF-BB, among others. According to a peer-reviewed scientific publication, when compared to competitor ablative methods, BioREtain results in a final product with higher levels of endogenous factors and stromal components. The factors set forth below are widely recognized across the industry and considered the most impactful due to their healing properties.

 

Sabol, et.al., Standardized Reporting of Amnion and Amnion/Chorion Allograft Data for Wound Care, Health Sci Rep. (Aug. 23, 2022).

 

Our Products

The use of amniotic membrane was initially limited due to storage challenges associated with use of fresh tissue. Modern processing methods – including dehydration – have delivered options that have longer shelf lives, can be stored at ambient temperatures, and can be terminally sterilized. Dehydrated human amniotic membrane (AM) is now widely used across clinical specialties as a covering for chronic wounds, burns, incisions and other treatment areas where a protective barrier is needed. The extracellular matrix (ECM) of amniotic membrane provides mechanical protection and support for endogenous tissue integration. The amniotic membrane forms the innermost layer of the human placenta and acts as a protective barrier for the developing fetus.

AmnioWrap2

AmnioWrap2 ("AmnioWrap2" or "AW2") is a full thickness structural tissue allograft composed of the amnion, intermediate and chorion layers of the placental membrane. AW2 is intended for homologous use as a protective covering for soft tissue wounds. AW2 is sterilized via e-beam irradiation and has a 4-year shelf life stored at ambient temperatures. AW2 allografts are available in a wide range of sizes and shapes for maximum versatility. AmnioWrap2 was launched in September 2023.

We have entered into an exclusive distribution and services arrangement with Venture Medical, LLC ("Venture Medical"), a large distributor located in the United States for the distribution of our AmnioWrap2 product. We license the right to manufacture and commercialize AmnioWrap2 from an unrelated party. Pursuant to this license agreement, we pay a per square centimeterlicensing fee for all AmnioWrap2product sold.

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Unlike some other human dehydrated amnion/chorion products, AW2 also preserves the intermediate layer (IL) between the amnion and chorion. The IL has its own reserve of chemokines, growth factors and interleukins. We continue to further characterize these BioREtain-processed membranes, including additional growth factors and structural components. To date, the following have been evaluated within AW2 allografts:

Cytokines:

•HGF (hepatocyte growth factor)

•IL-1ra (IL-1 receptor antagonist)

Extracellular matrix (ECM) components:

•Collagens I, III

•Fibronectin

•Proteoglycans

•Glyocosaminoglycans

VENDAJE

VENDAJE is a structural tissue allograft composed of the amnion layer of the placental membrane processed using our proprietary BioREtain process. It is intended for homologous use as a protective covering for soft tissue wounds. VENDAJE is sterilized via e-beam irradiation and has a 5-year shelf life stored at ambient temperatures. VENDAJE allografts are available in a wide range of sizes and shapes for maximum versatility. VENDAJE was launched in July 2021.

A look inside VENDAJE®:

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We continue to further characterize these BioREtain-processed membranes, including additional growth factors and structural components. To date, the following have been evaluated within VENDAJE allografts:

Cytokines:

•HGF (hepatocyte growth factor)

•IL-1ra (IL-1 receptor antagonist)

Extracellular matrix (ECM) components:

•Collagens I, III

oFibronectin

•Proteoglycans

•Glyocosaminoglycans

VENDAJE AC

VENDAJE AC is a full thickness structural tissue allograft composed of the amnion, intermediate and chorion layers of the placental membrane. VENDAJE AC is intended for homologous use as a protective covering for soft tissue wounds. VENDAJE AC is sterilized via e-beam irradiation and has a 4-year shelf life stored at ambient temperatures. VENDAJE AC allografts are available in a wide range of sizes and shapes for maximum versatility. VENDAJE AC was acquired in 2018 and received a Q code in November 2023.

A look inside VENDAJE AC:

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Unlike some other human dehydrated amnion/chorion products, VENDAJE AC also preserves the IL between the amnion and chorion. The IL has its own reserve of chemokines, growth factors and interleukins. We continue to further characterize these BioREtain-processed membranes, including additional growth factors and structural components. To date, the following have been evaluated within VENDAJE AC allografts:

Cytokines:

•HGF (hepatocyte growth factor)

•IL-1ra (IL-1 receptor antagonist)

Extracellular matrix (ECM) components:

•Collagens I, III

•Fibronectin

•Proteoglycans

•Glyocosaminoglycans

VENDAJE OPTIC

VENDAJE OPTIC is a structural tissue allograft composed of only the amnion layer of the placental membrane. This single layer of amnion measures between 20-50 microns thick, making VENDAJE OPTIC ideal for delicate ophthalmic applications. This is an ultra-thin, ultra-light human connective tissue allograft which is processed using our proprietary BioREtain process. VENDAJE OPTIC is intended for homologous use as a protective covering during the repair of ocular surfaces. This covering can be applied directly to the eye without the use of additional hardware or sutures. VENDAJE OPTIC is sterilized via e-beam irradiation and has a 4-year shelf life stored at ambient temperatures. VENDAJE OPTIC allografts are available in a range of sizes for maximum versatility. VENDAJE OPTIC was acquired in 2018.

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We continue to further characterize these BioREtain-processed membranes, including additional growth factors and structural components. To date, the following have been evaluated within VENDAJE OPTIC:

Cytokines:

•HGF (hepatocyte growth factor)

•IL-1ra (IL-1 receptor antagonist)

Extracellular matrix (ECM) components:

•Collagens I, III

•Fibronectin

•Proteoglycans

•Glyocosaminoglycans

Placenta Donation Program

In order to obtain the source material for our placental-based product portfolio, we partner with several tissue acquisition agencies to recover donations of these materials around the United States. Through these agencies, a mother who delivers a healthy baby can donate her placenta and umbilical cord tissue in lieu of having it discarded as medical waste. After consent for donation is obtained, a blood sample from each donor is tested for communicable diseases, and the donor is screened for risk factors in order to determine eligibility in compliance with federal regulations and AATB standards. We operate a licensed tissue bank that is registered as a tissue establishment with the FDA, and we are an accredited member of the AATB. All donor records and test results are reviewed by our Medical Director and staff prior to the release of the tissue for distribution to ensure that each donor tissue is determined to be eligible for transplantation.

We utilize geographically diverse tissue acquisition agencies across the United States to ensure adequate supply of materials needed to meet customer demand. We believe that we will be able to obtain an adequate supply of tissue to meet anticipated demand for the foreseeable future.

Customers

Our customers consist of medical professionals, such as podiatrists and plastic surgeons. A high concentration of our revenue comes from a limited number of customers. Accordingly, in each year there may be a small number of customers from whom we generate our revenue. These customers may not be repeat purchasers and in each year it may be a different single purchaser or small number of purchasers from which we generate a large percentage of our revenues. We rely on these purchasers and there is a risk that these purchasers may be unable to make payment under their obligations to us, thereby affecting our revenues.

One customer, Venture Medical, accounted for approximately 98% of accounts receivable as of December 31, 2023. Three customers accounted for approximately 81% of accounts receivable as of December 31, 2022. For the year ended December 31, 2023, we generated approximately 82% of consolidated net revenue from one customer, Venture Medical. For the year ended December 31, 2022, we generated approximately 30% of consolidated net revenue from one customer, Radiant Health Solutions.

Reimbursement

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Currently, most purchasers of our products are medical professionals, such as podiatrists that rely on reimbursement by third-party payers. Accordingly, our growth substantially depends on adequate levels of third-party reimbursement for our products from these payers. Third-party payers are sensitive to the cost of products and services and are increasingly seeking to implement cost containment measures to control, restrict access to, or influence the purchase of health care products and services. In the U.S., such payers include U.S. federal healthcare programs (e.g., Medicare and Medicaid), private insurance plans, managed care programs, and workers’ compensation plans. Federal healthcare programs have prescribed coverage criteria and payment rates for medical products, services, and procedures. Similarly, private, third-party payers have their own coverage criteria and negotiate payment amounts for medical products, services, and procedures with providers. In addition, in the U.S., an increasing percentage of insured individuals are receiving their medical care through managed care programs (including managed federal healthcare programs) which monitor and may require pre-approval of the products and services that a member receives. Ultimately, however, each third-party payer determines whether and on what conditions they will provide coverage for our products, and such decisions often include each payer’s assessment of the science and efficacy of the applicable product.

A portion of our products is purchased directly by U.S. government accounts (e.g., the VA and the Public Health Service), which do not depend on reimbursement from third-party payers. In order for us to have our products purchased by such federal agencies, we participate in the VA Federal Supply Schedule (“FSS”) pricing program.

Medicare and Medicaid

The Centers for Medicare and Medicaid Services (“CMS”) within the U.S. Department of Health and Human Services (“HHS”) administers the Medicare and Medicaid programs. Title XVIII of the Social Security Act establishes the Medicare program to pay for the costs of certain healthcare services and items for eligible individuals. Eligibility for Medicare is based on age, disability or diagnosis of End-Stage Renal Disease. CMS has established guidelines for the Medicare coverage and payment of certain items and services. Generally, to be reimbursed by Medicare, a healthcare item or service furnished to a Medicare beneficiary must be reasonable and necessary for the diagnosis or treatment of an illness or injury, or to improve the functioning of a malformed body part. The methodology for determining coverage status and the amount of Medicare payment varies based upon, among other factors, the setting in which a Medicare beneficiary received healthcare items and services. Any changes in federal legislation, regulations and policy affecting CMS coverage and payment relative to any procedure using our products could have a material effect on our business.

Title XIX of the Social Security Act establishes the Medicaid program, which is a system of medical assistance for families with dependent children and for aged, blind and disabled individuals who are below certain income thresholds. Though federally created, the Medicaid program is a joint federal-state program. CMS administers the federal portion of the Medicaid program with states establishing additional coverage and payment regulations. Changes to the availability of coverage, method or level of payment for relevant services using our products may have a material effect on our business. The Medicare and Medicaid programs are subject to statutory and regulatory changes, retroactive and prospective rate adjustments, administrative rulings, interpretations of policy, intermediary determinations and government funding restrictions, all of which may materially increase or decrease the rate of program payments to healthcare providers and suppliers who purchase our products.

The reimbursement framework for products under Medicare is determined in accordance with the Social Security Act and pursuant to regulations promulgated by CMS, as well as the agency’s coverage and payment guidance. In some cases, CMS does not specify coverage, leaving each of the local Medicare Administrative Contractors (“MACs”) to determine whether and on what conditions Medicare will provide coverage for the product. Such decisions are based on each MAC’s assessments of the science and efficacy of the applicable product. As of the date of this Form 10 Registration Statement, VENDAJE, VENDAJE AC and AMNIOWRAP2 are eligible for coverage by all MACs. VENDAJE (Q4252), VENDAJE AC (Q4279) and AMNIOWRAP2 (Q4221) also received separate CMS HCPCS Codes, distinguishing each product in coverage and payment policies.

In August 2023, three MACs published changes to their Local Coverage Determinations (“LCDs”) that were intended to becoming effective on October 1, 2023, before ultimately being retracted. These LCDs listed those skin substitute products which would explicitly be eligible for coverage and those which would not. The LCDs also included language that would have lowered the number of allowed applications of a product below what is commonly used in standard practice by physicians today (supported by clinical evidence) and reflected by LCDs currently in force with the MACs. While these LCDs ultimately were not implemented, the MACs have indicated plans to bring forth a new proposed LCD for skin substitutes in the future, which could include elements that could be unfavorable to our business.

On April 25, 2024, all seven MACs (covering all twelve MAC jurisdictions in the U.S.) released identical proposed LCDs which are very similar to the August 2023 LCDs that were retracted. The proposed LCDs include language that would lower the number of allowed applications of a skin substitute product, and also would require published, peer-reviewed evidence to support coverage of skin substitute products. As proposed, the LCDs would eliminate Medicare coverage for our products absent the development of acceptable published, peer-reviewed evidence. Currently, management cannot determine the timing of when, if any, decision will be made on the proposed LCDs.

In the physician office setting, providers that administer allografts and other skin substitutes are currently separately reimbursed for the skin substitute product based on the size of the graft, computed on a per square centimeter basis. The payment rate for many skin

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substitute products is calculated using the manufacturer’s reported average sales price (“ASP”) submitted quarterly to CMS, and is updated on a quarterly basis. CMS includes these payment rates (established by statute at ASP + 6%) on the Medicare national ASP Drug Pricing File. AMNIOWRAP2, VENDAJE, VENDAJE AC and VENDAJE OPTIC are included on the Medicare national ASP Drug Pricing File. Reimbursement for products not included on the Medicare national ASP Drug Pricing File are at the discretion of each MAC, which is based on invoice or wholesale acquisition cost (“WAC”) plus an add-on percentage. The physician office payment methodology also applies to other places of service where the skin substitute product is administered by a health care professional, including patient home, assisted living facility and nursing home.

In 2022, CMS announced plans to potentially change the payment methodology for skin substitutes in the physician office setting but did not finalize any changes to the payment methodology for these products. In March 2023, the HHS Office of Inspector General published a report entitled, “Some Skin Substitute Manufacturers Did Not Comply with New ASP Reporting Requirements,” which detailed problematic expenditure issues associated with the current Medicare reimbursement landscape in the physician office setting for some skin substitute products. In alignment with many industry stakeholders, the report recommended that all skin substitute products transition to ASP-based payments as soon as possible in an effort to substantially reduce Medicare expenditures for these products. Over the last several quarters, there has been a notable increase in the number of skin substitute products listed on the Medicare national ASP Drug Pricing File, but non-ASP or WAC-based products still remain available in the marketplace.

In the hospital setting, facilities are paid for skin substitutes based on a packaged or bundled payment methodology for the entire procedure performed or entire hospital stay. There is no separate payment for the skin substitute product. Thus, in such instances, we educate hospitals about the cost-effectiveness of our products and their potential to enhance patient outcomes and shorten hospital stays. Our ongoing efforts include generative further health economic data to reinforce this message. The sale of products for use in a hospital setting depends on effectively demonstrating their clinical efficacy and cost efficiency to the hospital administration.

In September 2023, we were successfully listed on key government contract vehicles, on the Department of Defense’s Distribution and Pricing Agreement (“DAPA”), the FSS, and the Defense Logistics Agency’s ECAT system. This listing was made possible by BioStem’s Service-Disabled Veteran-Owned Small Business (“SDVOSB”) exclusive partner.

Private Payers

We have begun to devote considerable resources to clinical trials to support reimbursement of our products with the goal of increasing the number of private payers who will reimburse for our products in the physician office. Coverage and paymentwill vary according to the patient’s health plan and related benefits.

Sales and Marketing

We market and distribute products to medical professionals, such as podiatrists and plastic surgeons, indirectly through distributors and, to a much lesser extent, through direct and contract salesforces.

We primarily sell our products indirectly through distributors. Distributors purchase products from us at wholesale acquisition cost and resell products to providers and end users, and we pay these distributors for the services they provide on our behalf.

We also sell our products through direct and contract salesforces. Our direct sales team includes field sales representatives and field sales management, who call on hospitals, wound care clinics, physician offices, emergency rooms and other health care facilities. Our direct sales force primarily focuses on the advanced wound care categories through multiple sites of service.

Distribution and Services Agreement

On September 8, 2023, we entered into a distribution and services agreement (the “Distribution Agreement”) with Venture Medical, LLC, a large medical distributor located in the United States (the “Distributor”) for the distribution of our AmnioWrap2 product. We license the rights to manufacture and commercialize AW2 from an unrelated party and in conjunction with the licensing arrangement, we pay a license fee based on square centimeters for all AW2 products sold by the Distributor. The Distributor purchases the AW2 products from us at a fixed fee per square centimeter (“Sales Price”) with no right of return. Separately, the Distributor invoices us monthly for distinct sales, marketing and distribution services it provides on our behalf (“Bona Fide Services Fee” or “BFSF”). These services also include, among other things, insurance coverage and eligibility, claims processing, quality assurance, inventory management and returns, and other day-to-day operations services. The BFSF is consideration payable to the Distributor for the distinct services the Distributor is providing to us.

The term of the Distribution Agreement is three years from the date of entry, with automatic renewals for successive one-year terms, unless either party gives notice to the other party of its intent not to renew the Distribution Agreement no less than 90 days prior to the expiration of the applicable term. If either party gives notice to the other party of its intent not to renew, the Distributor will use good faith efforts to minimize its inventory of AW2 remaining at the effective date of the termination.

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Pursuant to the Distribution Agreement, the Distributor is obligated to purchase a minimum amount of AW2 products each calendar quarter during the term. In addition to customary termination provisions, we may terminate the Distribution Agreement upon giving 90 days’ notice if the Distributor does not purchase the minimum purchase amount during two consecutive calendar quarters and the Distributor may terminate the Distribution Agreement upon giving one year’s written notice for the convenience of the Distributor. Upon termination of the Distribution Agreement, provided that Distributor has complied with its obligations to minimize inventory, we will purchase from Distributor all of the AW2 held by the Distributor which are in good and saleable condition at the price that the Distributor paid to us less any discounts and allowances. At our option, we may fulfill or refund any stocking orders placed but not shipped.

On March 1, 2024, we entered into an amendment (the "Distribution Agreement Amendment") to the Distribution Agreement to increase the minimum calendar quarterly volume commitment and increase the BFSF.

Intellectual Property

Our intellectual property includes owned and licensed patents, owned and licensed patent applications and patents pending, proprietary manufacturing processes and trade secrets, and trademarks associated with our technology. We believe that our patents, proprietary manufacturing processes, trade secrets, trademarks, and technology licensing rights provide us with important competitive advantages.

Trademarks

The following tables summarize our held and applied for trademarks together with their duration.

Trademarks Held

Registration Number	Registration Date	Next Renewal	Trademark Name
4,856,395	November 17, 2015	November 17, 2025	AC:PX
1,224,924	July 31, 2014	July 31, 2034	AC:PX (Designated States China, European Union, Japan, Korea, Singapore)
6,902,573	November 15, 2022	November 15, 2032	BIORETAIN®
6,326,002	April 20, 2021	April 20, 2031	BIOSTEM LIFE SCIENCES
6,326,239	April 20, 2021	April 20, 2031	BIOSTEM TECHNOLOGIES
6,598,861	December 21, 2021	December 21, 2031	BIOSTEM TECHNOLOGIES (Class 005)
6,816,083	August 9, 2022	August 9, 2032	LMA
6,681,250	March 22, 2022	March 22, 2032	LOCAL MICROENVIRONMENT ACTIVATION
6,320,060	April 13, 2021	April 13, 2031	OROPRO
7,257,046	January 2, 2024	January 2, 2034	RHEO
12639449	July 18, 2014	February 26, 2034	UC:PX
T1404426C	March 26, 2014	March 26, 2034	UC:PX
12639449	July 18, 2014	February 26, 2034	UC:PX
6,326,004	April 20, 2021	April 20, 2031	VENDAJE®
6,326,005	April 20, 2021	April 20, 2031	VENDAJE AC®
6,326,006	April 20, 2021	April 20, 2031	VENDAJE OPTIC®

Applied for Trademarks

Application Number	Filing Date	Trademark Name
A0044163	July 31, 2014	AC:PX
90/424,799	December 29, 2020	ALLOCLOT
97/922,410	May 5, 2023	STERACORD

Patents

The following tables summarize our held and applied for patents together with their duration.

Patents Held

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Patent Number	Issue Date	Expiration Date	Title
D-716,601	November 4, 2014	November 4, 2028	TISSUE MINCING TOOL
11,844,876	December 19, 2023	January 24, 2042	TWO-PART CLOTTING COMPOSITION AND METHODS OF MAKING AND USING THEREOF
8893995	November 25, 2014	November 8, 2032	SYSTEMS AND METHODS FOR PROCESSING CELLS
8,967,513	March 3, 2015	July 1, 2033	SYSTEMS AND METHODS FOR PROCESSING CELLS
8,967,512	March 3, 2015	July 1, 2033	SYSTEMS AND METHODS FOR PROCESSING CELLS
9663760	May 30, 2017	January 21, 2035	SYSTEMS AND METHODS FOR PROCESSING CELLS
D-717587	November 18, 2014	November 18, 2028	TISSUE MINCING TOOL
9,012,222	April 21, 2015	January 29, 2033	NATIVE WHARTON'S JELLY STEM CELLS AND THEIR PURIFICATION
9145544	September 29, 2015	January 21, 2035	SYSTEMS AND METHODS FOR PROCESSING CELLS
2012335746	October 8, 2017	November 8, 2032	SYSTEMS AND METHODS FOR PROCESSING CELLS
2775928	February 20, 2019	November 8, 2032	SYSTEMS AND METHODS FOR PROCESSING CELLS
2862437	July 3, 2018	November 8, 2032	SYSTEMS AND METHODS FOR PROCESSING CELLS
201280055019.5	June 8, 2016	November 8, 2032	SYSTEMS AND METHODS FOR PROCESSING CELLS
232290	March 1, 2018	November 8, 2032	SYSTEMS AND METHODS FOR PROCESSING CELLS

Applied for Patents

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Application Number	Filing Date	Title
17/873,383	July 26, 2022	HUMAN UMBILICAL CORD COMPOSITIONS AND METHODS FOR INTRA-ARTICULAR THERAPY (4US)
29/860,417	November 18, 2022	FENESTRATED HUMAN PLACENTAL ALLOGRAFT (7US-B) Cross-Reference w/310636-271374 (7US-C)
29/860,420	November 18, 2022	FENESTRATED HUMAN PLACENTAL ALLOGRAFT (7US-C) Cross-Cite w/310636-271193 (7US-B)
18/130,555	April 4, 2023	HUMAN UMBILICAL CORD COMPOSITION FOR TREATMENT OF PEYRONIE'S DISEASE (9US)
18/517,338	November 22, 2023	TWO-PART CLOTTING COMPOSITION AND METHODS OF MAKING AND USING THEREOF
18/290,914	January 22, 2024	STERILE HUMAN PLACENTAL ALLOGRAFTS AND METHODS OF MAKING THEREOF (5US)
18/593,225	March 1, 2024	MICRONIZED COMPOSITIONS FOR WOUND HEALING PREPARED FROM INTACT HUMAN AMNION-CHORION TISSUE HAVING AN INTACT INTERMEDIATE SPONGY LAYER POSITIONED THERE BETWEEN (3-US)
18/591,883	February 29, 2024	STERILE HUMAN PLACENTAL ALLOGRAFTS HAVING A PLURALITY OF SLITS, OPENINGS, AND/OR FENESTRATIONS FORMED THEREON (7US)
18/735,328	June 6, 2024	HUMAN UMBILICAL CORD COMPOSITIONS AND METHODS FOR DERMAL APPLICATION (8US)
12847676.9	November 8, 2012	SYSTEMS AND METHODS FOR PROCESSING CELLS
2014-540230	November 8, 2012	SYSTEMS AND METHODS FOR PROCESSING CELLS
14109421.4	November 8, 2012	SYSTEMS AND METHODS FOR PROCESSING CELLS
201415254	October 15, 2014	TISSUE MINCING TOOL
159191	October 17, 2014	TISSUE MINCING TOOL
002558890-0001	October 16, 2014	TISSUE MINCING TOOL
002558890-0002	October 16, 2014	TISSUE MINCING TOOL
1401964.0M	October 17, 2014	TISSUE MINCING TOOL
266825	October 20, 2014	TISSUE MINCING TOOL
56145	October 19, 2014	TISSUE MINCING TOOL
30-2014-49915	October 17, 2014	TISSUE MINCING TOOL
D2014/1269/C	October 17, 2014	TISSUE MINCING TOOL
002558890-0001	October 16, 2014	TISSUE MINCING TOOL
002558890-0002	October 16, 2014	TISSUE MINCING TOOL
PCT/US2023/019100	April 19, 2023	MULTI-PART PROCESSED HUMAN AMNIOTIC COMPOSITION AND METHODS OF MAKING AND USING THEREOF FOR TREATMENT OF PEYRONIE'S DISEASE (2-PCT)
PCT/US2023/026444	June 28, 2023	STERILE HUMAN PLACENTAL ALLOGRAFTS HAVING A PLURALITY OF SLITS, OPENINGS, AND/OR FENESTRATIONS FORMED THEREON (7-PCT)
PCT/US2023/026447	June 28, 2023	STERILE HUMAN PLACENTAL ALLOGRAFTS AND METHODS OF MAKING THEREFOR (5-PCT)
PCT/US2023/026436	June 28, 2023	MICRONIZED COMPOSITIONS FOR WOUND HEALING PREPARED FROM INTACT HUMAN AMNION-CHORION TISSUE HAVING AN INTACT INTERMEDIATE SPONGY LAYER POSITIONED THERE BETWEEN (3-PCT)
PCT/US2023/028232	July 20, 2023	COLLECTION AND QUANTIFICATION OF ELEMENTS PER SQUARE CENTIMETER IN A HUMAN PLACENTAL MEMBRANE ALLOGRAFT (6 PCT)
PCT/US2024/011036	January 10, 2024	HUMAN UMBILICAL CORD COMPOSITION FOR TREATMENT OF PEYRONIE'S DISEASE (9 PCT)
PCT/US2023/028633	July 26, 2023	HUMAN UMBILICAL CORD COMPOSITIONS AND METHODS FOR INTRA-ARTICULAR THERAPY (4PCT)
23744947.5	January 25, 2024	STERILE HUMAN PLACENTAL ALLOGRAFTS AND METHODS OF MAKING THEREOF (5-EP)
23832295.2	June 28, 2023	STERILE HUMAN PLACENTAL ALLOGRAFTS HAVING A PLURALITY OF SLITS, OPENINGS, AND/OR FENESTRATIONS FORMED THEREON (7EP)

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PCT/US2024/032689 June 6, 2024 HUMAN UMBILICAL CORD COMPOSITIONS AND METHODS FOR DERMAL APPLICATION (8-PCT)

Exclusive Commercialization and IP Agreement

On June 29, 2023, we entered into an Exclusive Commercialization and IP Agreement (the “License Agreement”) with Hesed Life and Medical LLC, a California Limited Liability Company ("Hesed"), pursuant to which we license the rights to manufacture and commercialize AmnioWrap2 from Hesed, which is an unrelated party using our BioREtain technology which we licensed to Hesed for that purpose. Pursuant to the License Agreement, we pay a license fee based on square centimeters for all AW2 product sold. The initial term of the License Agreement is for one year with automatic one-year renewals unless written notice of non-renewal for any reason is given by either party at least 90 calendar days prior to the expiration of the applicable term. After the 180-day period following termination, Hesed will have the option to purchase the remaining inventory of AmnioWrap2in our possession and if Hesed chooses not to exercise this option, we will be permitted to continue to sell the remaining AmnioWrap2 until it is sold out. The License Agreement contains customary confidentiality and non-disclosure provisions for agreements of this type.

Competition

We operate in highly competitive markets that are subject to rapid technological change. Success in these markets depends primarily on product efficacy, ease of product use, product price, availability of coverage and adequate third-party reimbursement, customer support services for technical, clinical and reimbursement support, and customer preference for, and loyalty to, the products.

Our products compete primarily with skin substitute products, amniotic technology products, orthobiologics products, other advanced wound care and traditional wound care products, among others. Our principal competitors include Integra LifeSciences Holdings Corporation, MiMedx Group, Inc., Organogenesis Inc., Smith & Nephew plc, and Bioventus Inc.

We also compete in the marketplace to recruit and retain qualified scientific, management and sales personnel, as well as to acquire technologies and technology licenses complementary to our products or advantageous to our business. We are aware of several companies that compete, or are developing technologies, in our current and future product areas. As a result, we expect competition to remain intense. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner, receive adequate coverage and reimbursement, are cost effective and are safe and effective.

Government Regulation

We are subject to extensive and ongoing regulation by the FDA under Section 361 of the Public Health Service Act (“PHSA”) and FDA’s implementing regulations, as well as other federal and state regulatory bodies in the United States. These laws and regulations govern, among other things, product design and development, pre-clinical and clinical testing, manufacturing, processing, packaging, labeling, storage, record keeping and reporting, marketing, distribution, promotion, import and export, and post-marketing surveillance.

Unless an exemption applies, each establishment that manufactures a human cell, tissue, and cellular and tissue-based product (“HCT/P”) under Section 361 of the PHSA (“Section 361 HCT/P”) must register with the FDA and list all HCT/Ps with the FDA. The development, manufacturing, and marketing of HCT/Ps can be resource intensive, expensive, and lengthy, as well as require payment of significant fees, unless an exemption is available.

We do not currently sell any cellular and tissue-based products considered to be drugs, devices, and/or biological products subject to licensure under Section 351 of the Public Health Service Act or approval or clearance under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and related regulations. HCT/Ps that are not solely Section 361 HCT/Ps are regulated as biological products, drugs, and/or devices, and, in order to be lawfully marketed in the United States, require FDA pre-market licensure, approval, or clearance. As discussed above, the products in our portfolio are currently regulated as Section 361 HCT/Ps. However, we may in the future decide to offer new products that would constitute, or qualify as, medical devices, drugs, and/or biologics, which would require compliance with more stringent FDA regulatory requirements, including a Biologics License Application, New Drug Application, or medical device Premarket Approval or 510(k) clearance.

Tissue Products

In 1997, the FDA proposed a regulatory framework for products deriving from cells and tissues from the human body. This framework was intended to provide adequate protection of public health by providing regulatory oversight over the development of new therapies and products using HCT/Ps. To qualify as a Section 361 HCT/P under the current regulatory framework, an HCT/P generally must meet all four of the following criteria:

•it must be minimally manipulated;

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•it must be intended for homologous use, as reflected by the product’s labeling, advertising, or other indications of the manufacturer’s objective intent;

•its manufacture must not involve combination of the cells or tissues with another article, except for water, crystalloids or a sterilizing, preserving or storage agent, provided that the addition of water, crystalloids, or the sterilizing, preserving, or storage agent does not raise new clinical safety concerns with respect to the HCT/P; and

•it either (i) must not have a systemic effect and must not be dependent upon the metabolic activity of living cells for its primary function, or (ii) has a systemic effect or is dependent upon the metabolic activity of living cells for its primary function and is for autologous use, is for allogeneic use in a first-degree or second-degree blood relative, or is for reproductive use.

Certain amniotic and other birth tissues are considered cellular and tissue-based articles and are therefore eligible for regulation solely as a Section 361 HCT/P depending on whether the specific product at issue and the claims made for it are consistent with the criteria set forth above. HCT/Ps that do not meet these criteria may be subject to more extensive regulation as drugs, medical devices, biological products, or combination products.

Products Regulated Solely as HCT/Ps under Section 361 of the PHSA

Currently, our products are categorized as Section 361 HCT/Ps. The FDA has specific regulations governing HCT/Ps, including those regulations set forth in 21 CFR Part 1271. Unless an exception applies, all establishments that manufacture Section 361 HCT/Ps must register and list their HCT/Ps with the FDA within five days after commencing operations. All HCT/Ps that an establishment processes, stores, labels, packages, distributes, or for which the establishment began donor screening or testing, must be listed with the FDA. In addition, establishments are required to update their registration annually in December or within 30 days of certain changes to the establishment. Any changes to the listed Section 361 HCT/Ps must be reported to the FDA at either the time of the change or each June or December, whichever is earlier.

After registering an establishment and listing HCT/Ps with the FDA, numerous and pervasive regulatory requirements continue to apply, such as donor screening, eligibility and testing requirements and Current Good Tissue Practices (“CGTP”) to prevent the introduction, transmission and spread of communicable diseases. An HCT/P must not be implanted, transplanted, infused, or transferred until the donor has been determined to be eligible, unless an exception applies. Eligible donors are those that are free from risk factors for, and clinical evidence of, infection due to relevant communicable diseases, as well as free from communicable disease risks associated with xenotransplantation, and, unless exempt, whose results of donor testing for relevant communicable disease agents are negative or nonreactive. Each Section 361 HCT/P establishment must establish and maintain procedures for all steps in testing, screening, determining donor eligibility, and complying with all other FDA requirements. Upon determining donor-eligibility, we must maintain records verifying donor-eligibility for each derived HCT/P and retain such records for 10 years after the date of administration of the derived HCT/P or, if that date is not known, after the date of the HCT/P’s distribution, disposition, or expiration, whichever is latest.

The CGTP govern, as may be applicable, the facilities, equipment, supplies, reagents, controls, and methods used in the manufacture of all HCT/Ps, including processing, storage, recovery, labeling, packaging, and distribution of Section 361 HCT/Ps. CGTP require us, among other things, to maintain a quality program for manufacturing and tracking HCT/Ps, train personnel, control and monitor environmental conditions as appropriate, control and validate processes, properly store, handle and test our products and raw materials, maintain our facilities and equipment, keep records and comply with standards regarding recovery, pre-distribution, distribution, tracking and labeling of our products, and complaint handling. Failure to maintain compliance with CGTP requirements could result in the shut down of, or restrictions on, manufacturing operations and the recall or seizure of products, which would harm our business.

The FDA may conduct periodic inspections of HCT/P manufacturing facilities, and contract manufacturers’ facilities, to assess compliance with CGTP and other requirements. Such inspections can occur at any time, with or without written notice, at such frequency as determined by the FDA in its sole discretion. To determine compliance with the applicable provisions, the inspection may include, but is not limited to, an assessment of the establishment’s facilities, equipment, finished and unfinished materials, containers, processes, HCT/Ps, procedures, labeling, records, files, papers and controls. If the FDA were to find serious non-compliant manufacturing or processing practices during such an inspection, it could take regulatory actions that could adversely affect our business, results of operations, financial condition, and cash flows.

The FDA has broad regulatory compliance and enforcement powers. If the FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which could materially adversely affect our business such as:

•Untitled letters, warning letters, fines, injunctions, consent decrees, and civil penalties;

•Unanticipated expenditures to address or defend such actions;

•Recall, withdrawal, administrative detention, seizure, or destruction of our products;

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•Operating restrictions, partial suspension or total shutdown of production; or

•Criminal prosecution.

In addition, a prolonged interruption in the manufacturing of one or more of our products as a result of non-compliance could decrease our supply of products available for sale, which could reduce our net sales, gross profits and market share, as well as harm our overall business, prospects, financial condition and results of operations.

Advertising and promotion of HCT/Ps, in addition to being regulated by the FDA, are also regulated by the Federal Trade Commission (“FTC”) and by state regulatory and enforcement authorities. Recently, promotional activities for FDA-regulated products have also been the subject of enforcement actions brought under healthcare reimbursement laws and consumer protection statutes. Competitors and others can also initiate litigation relating to advertising and promotional claims under the federal Lanham Act and similar state laws. In general, if the FDA determines that our promotional materials, which may include our product training, constitutes promotion of a non-homologous use that causes our product(s) to be non-Section 361 HCT/Ps, then it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unauthorized use, to be inadequately substantiated, or to be otherwise false or misleading, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement.

Tissue Bank Laws, Regulations, and Related Accreditation

Procurement of certain human organs and tissue for transplantation is subject to various federal and state requirements, such as the National Organ Transplant Act (“NOTA”), which prohibits the transfer of certain human organs, including skin and related tissue, for valuable consideration, but permits the reimbursement of reasonable expenses associated with the removal, transportation, implantation, processing, preservation, quality control, and storage of donated human tissue and skin. We reimburse tissue banks, hospitals, and physicians for their services associated with the recovery and storage of donated human tissue. If we are found to have violated NOTA, we may be subject to civil fines or criminal sanction.

In addition to federal requirements, certain states, including a number in which we commercialize products, require HCT/P establishments to obtain licenses granted by the health authorities of their respective states. We are licensed to operate in the following states: New York, Delaware, Illinois, Oregon, and Maryland. To the extent we would need a license or other similar approval to operate or expand our operations, our operations could be adversely affected by the inability to obtain the necessary licenses or approvals, changes in the standards applicable to those licenses or approvals, and possible delays and expenses associated with obtaining licenses or approvals.

The AATB is a nationwide organization that establishes standards relating to tissue banking and associated products. AATB standards include specific requirements for recovery, screening, testing, labeling, processing, and storing of birth tissue. Generally, AATB accreditation is voluntary. However, some state regulatory bodies and managed care organizations use AATB accreditation as a credentialing or licensing standard. We have obtained AATB accreditation, have undergone a corporate survey, and undergo continuous audits by the AATB to maintain our accreditation..

Federal and State Fraud and Abuse Laws

The federal and state governments have enacted, and actively enforce, a number of laws to address fraud and abuse in federal healthcare programs, including any healthcare plans or programs that are funded, in whole or in part, by the United States government (other than certain federal employee health insurance benefits/programs), such as Medicare and the Veterans Affairs program, and certain state healthcare programs that receive federal funds, such as Medicaid. Our business is subject to compliance with these laws.

Our operations are subject to various federal anti-fraud and abuse laws, including without limitation the federal Anti-Kickback Statute (“AKS”). The AKS is a criminal law that prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward referrals, purchases or orders, or arranging for or recommending the purchase, order or referral of any item or service for which payment may be made in whole or in part by a federal healthcare program. The term “remuneration” has been broadly interpreted to include anything of value, whether in cash or in kind. The Patient Protection and Affordable Care Act amended the intent requirement of the federal AKS, so that a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. Although the AKS contains a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly, and arrangements may be subject to scrutiny or penalty if they do not fully satisfy all elements of an available exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Almost any interaction wherein benefits of any value flow to a healthcare provider, patient, customer, or other source for the referral of business may implicate the federal Anti-Kickback Statute. A conviction for violation of the AKS may result in criminal and/or civil fines, potential

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incarceration for individuals, and requires mandatory exclusion from participation in federal health care programs. Due to the breadth of the AKS, the narrowness of statutory exceptions and regulatory safe harbors available, and the range of interpretations to which they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws.

The Civil Monetary Penalty Act of 1981 (“CMP Act”) imposes civil penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal healthcare program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent. The CMP Act also provides civil penalties for violations of the AKS, as well as including a specific provision prohibiting the offering or transferring of remuneration to a federal healthcare program beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier. In addition to the imposition of civil penalties, the Office of Inspector General of the Department of Health and Human Services (“OIG”) has the authority to determine on a case-by-case basis whether violations of the CMP Act should result in exclusion from participation in federal healthcare programs.

In addition to these federal laws, many states have similar fraud and abuse laws that typically apply to arrangements involving reimbursement by a state-funded Medicaid or other healthcare programs, but that may also apply more broadly to any healthcare products or services, including those reimbursed by private insurance or even by cash payment. Other state laws prohibit certain direct or indirect payments or fee-splitting arrangements between healthcare providers and other persons and entities, especially where they are designed to obtain or induce the referral of patients from a particular person or provider. Often, these laws closely follow the language of their federal law counterparts, although they do not always have the same exceptions or safe harbors.

Another key federal healthcare law is the federal healthcare fraud statute, which was added by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). HIPAA created two new federal crimes: healthcare fraud and false statements relating to healthcare matters. The HIPAA healthcare fraud statute prohibits, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment and/or exclusion from government-sponsored programs. The HIPAA false statements statute prohibits, among other things, knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony, which requires exclusion from participation in federal healthcare programs, and may result in substantial fines and/or imprisonment. Similar to the AKS, a person or entity does not need to have actual knowledge of the statutes or specific intent to violate them in order to have committed a violation.

Federal law also includes a provision commonly known as the “Stark Law,” which generally (i) prohibits physicians from making referrals for designated health services to entities in which the physicians have a direct or indirect financial relationship, and (ii) prohibits entities from presenting or causing to be presented claims or bills to any individual, third party payer, or other entity for designated health services furnished pursuant to a prohibited referral, unless permitted under a statutory or regulatory exception. Violations of the Stark Law may result in significant civil sanctions, including civil monetary penalties, denial of payment, refunds of amounts collected in violation of the Stark Law and exclusion from Medicare programs.

Federal False Claims Act

The federal False Claims Act (“FCA”) imposes civil liability on any person or entity that knowingly presents, or causes to be presented (including by a third party), a claim for payment to the U.S. government, including the Medicare and Medicaid programs, that is false or fraudulent, or which contains false information. In addition, any person or entity who knowingly makes or uses a false record or statement to avoid paying the federal government, or knowingly conceals or avoids an obligation to pay money to the federal government, may also be subject to fines under the FCA.

The federal government has used the FCA in connection with Medicare, Medicaid and other governmental program fraud in areas such as violations of the AKS or the Stark Law, coding errors, billing for services not provided and submitting false claims for reimbursement. The FCA has also been used to bring suit against people or entities that bill services at a higher reimbursement rate than is allowed and that bill for care that is not medically necessary. In addition to government enforcement, the FCA authorizes private citizens to bring qui tam or “whistleblower” lawsuits, greatly extending the number of actions under the FCA. Both because whistleblowers may receive up to thirty percent (30%) of the government’s recovery in an FCA matter and due to additional government incentives for whistleblowers to come forward, FCA whistleblower actions drive much of the federal government’s fraud recoveries from the healthcare and life sciences industry. As of 2024, the per-claim civil penalty range was between $13,946 and $27,894; however, the FCA also allows for the government to recover up to three times the amount that was reimbursed by federal health care programs pursuant to each false claim.

In the Patient Protection and Affordable Care Act and the Healthcare Education and Reconciliation Act (collectively, “ACA”), Congress enacted requirements related to identifying and returning overpayments made under Medicare and Medicaid. CMS finalized regulations regarding the so-called “60-day rule,” which requires persons and entities to report and return Medicare and Medicaid overpayments within 60 days of identifying the same. A person or entity who retains identified overpayments beyond 60 days may be liable under the FCA. “Identification” occurs when a person or entity “has, or should have through the exercise of reasonable diligence,” identified

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and quantified the amount of an overpayment. The final rule also established a six-year lookback period, meaning overpayments must be reported and returned if a person or entity identifies the overpayment within six years of the date the overpayment was received. Persons and entities must report and return overpayments even if they did not cause the overpayment. In addition to the FCA, the federal government may use several criminal statutes to prosecute the submission of false or fraudulent claims for payment to the federal government. Many states have similar false claims statutes that impose liability for the types of acts prohibited by the FCA. As part of the Deficit Reduction Act of 2005 (“DRA”), Congress provided states an incentive to adopt state false claims acts consistent with the federal FCA.

Federal and State Privacy and Security Laws

We may be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and its implementing regulations, imposes certain requirements relating to the privacy, security and transmission of protected health information (“PHI”). Among other things, HITECH made HIPAA’s privacy and security standards directly applicable to “business associates,” independent contractors or agents of covered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity.

HIPAA transaction regulations establish form, format and data content requirements for most electronic healthcare transactions, such as healthcare claims that are submitted electronically. The HIPAA privacy regulations establish comprehensive requirements relating to the use and disclosure of PHI. The HIPAA security regulations establish minimum standards for the protection of PHI that is stored or transmitted electronically. The HIPAA breach notification regulations establish the applicable requirements for notifying individuals, HHS, and the media in the event of a data breach affecting PHI. Violations of the privacy, security and breach notification regulations are punishable by civil and criminal penalties.

The American Recovery and Economic Reinvestment Act of 2009 (“ARRA”) increased the amount of civil monetary penalties that can be imposed for violations of HIPAA, and the amounts are updated annually for inflation. The current penalties for HIPAA violations can range from $137 to $2,067,813 per violation, with a maximum fine of $2,067,813 for identical violations during a calendar year. ARRA also authorized state attorneys general to bring civil enforcement actions under HIPAA, and attorneys general are actively engaged in enforcement. These penalties could be in addition to other penalties assessed by a state for a breach that would be considered reportable under the state’s data breach notification laws.

In addition to HIPAA, most states also have laws that protect the confidentiality of health information and other personal data. Certain of these laws grant individual rights with respect to their information, and we may be required to expend significant resources to comply with these laws. Furthermore, all 50 states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected persons and/or state regulators in the event of a data breach or compromise, including when their personal information has or may have been accessed by an unauthorized person. Some state breach notification laws may also impose physical and electronic security requirements regarding the safeguarding of personal information, such as social security numbers and bank and credit card account numbers. Violation of state privacy, security, and breach notification laws can trigger significant monetary penalties. In addition, certain states’ privacy, security, and data breach laws, including, for example, the California Consumer Privacy Act, include a private right of action that may expose us to private litigation regarding our privacy practices and significant damages awards or settlements in civil litigation.

Even when HIPAA does not apply, according to the FTC, failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C § 45(a). The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. The FTC’s guidance for appropriately securing consumers’ personal information is similar to what is required by the HIPAA security regulations.

Physician Payments Sunshine Act

The federal Physician Payments Sunshine Act created the Open Payments Program requiring certain manufacturers of drugs, medical devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to CMS information related to payments and other “transfers of value” to physicians and teaching hospitals. Additionally, applicable manufacturers must report annually ownership and investment interests held by physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, certified nurse-midwives, and their immediate family members. Failure to submit timely, accurate and complete reports may result in civil monetary penalties of up to $1 million per year.

While manufacturers of human cell and tissue products regulated solely under Section 361 of the PHSA are not subject to the federal Physician Payments Sunshine Act and its implementing regulations (together with the Act, the “Sunshine Act”), in the future, if we manufacture products beyond those regulated solely under Section 361, this law will require us (with certain exceptions) to report

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information to CMS related to certain payments or other transfers of value we make to teaching hospitals, physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, certified nurse-midwives, and their family members. Such information will subsequently be made publicly available by CMS on the Open Payments website. There is a risk that CMS or another government agency may take the position that our products are not human cell and tissue products regulated solely under Section 361, and thereby assert that we are currently subject to the Sunshine Act, which could subject us to civil penalties and the administrative burden of having to comply with the law.

Additionally, similar reporting requirements have also been enacted in several states. In particular, a number of states have enacted laws that require certain manufacturers to monitor and report payments, gifts and other remuneration made to physicians and other healthcare providers, and, in some states, marketing expenditures. In addition, some state statutes impose outright bans on certain manufacturer gifts to physicians or other healthcare professionals. Some of these laws, referred to as “aggregate spend” or “gift” laws, carry various fines and penalties if they are violated.

Additional Regulations

Federal conflicts of interest laws, the Standards of Ethical Conduct for Employees of the Executive Branch, and local site policies for each federal institution we call upon govern our interactions with federal employees at our various government accounts (e.g., DoD, VA, etc.) and impose a number of limitations on such interactions.

Certificates and Licenses

We currently hold the following certificates, licenses, permits and registrations, which are all held by our wholly owned operating subsidiary, BSLS, with the exception of the FDA registration which is held by both BSLS and us:

Certificate Held	Type	Expiration Date
FDA Registration	Human cell and tissue establishment registration	January 1, 2025
AATB Accreditation	Accreditation requirements of the American Association of Tissue Banks	July 9, 2026
Delaware Registration	Registration with Tissue Bank	April 30, 2025
Illinois Registration	Sperm/Tissue Bank Registration	May 1, 2025
Maryland Registration	Tissue Bank Permit	Non-Expiring
New York Registration	Provisional License for Tissue Bank Operation	November 1, 2024*
Oregon Registration	Registration with Procurement Organizations/Tissue Bank Registry	October 31, 2024*
California Registration	Tissue Bank License	May 13, 2025

*These are intended to be extended prior to expiration and we are in the process of obtaining the extensions.

Clinical Research and Development

Research and development costs include personnel costs for our research and development personnel, clinical study costs, expenses related to improvements to the manufacturing process, enhancements to our currently available products, and additional investments in the product and platform development pipeline. We expense research and development costs as incurred. Research and development costs were $341,996 and $224,775 for the years ended December 31, 2023 and 2022, respectively, as presented on the consolidated statements of operations. Our research and development expenses for the three and six months ended June 30, 2024, were $85,154 and $155,901 as compared to $60,904 and $130,632 for the three and six months ended June 30, 2023, respectively.

In October 2023, we announced the opening of the first clinical site for a study that will evaluate our VENDAJE tissue allograft in the treatment of diabetic foot ulcers ("DFU").

In April 2024, we retained the services of McCoy Clinical Consulting, LLC, which will lead BioStem’s Diabetic Foot Ulcer ("DFU") and Venous Leg Ulcer ("VLU") clinical trials process as a consultant. These studies are expected to begin in October 2024 for the DFU study and in December 2024 for the VLU study.

Environmental, Social & Governance Matters

Environmental Matters

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We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties.

Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials or other work-related injuries, this insurance may not provide adequate coverage against potential liabilities. In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Employees

As of June 30, 2024, we had 32 full-time employees and no part-time employees. Generally, we consider our relationships with our employees to be good, and none of our employees are covered by a collective bargaining agreement.

Our Diversity and Inclusion

We value the diversity of perspective, experience, and background. We have stated goals to promote diversity, inclusion, and equal opportunity regardless of race, gender, nationality, ethnic origin, religion, age, or sexual orientation. Intimidation or harassment of any kind are not acceptable in our workplace.

Our business requires a workforce with a wide range backgrounds, experiences, skills, and knowledge and a culture that blends this diversity into an effective team. In order for our employees to do their best work, and for us to achieve our mission, everyone must feel respected, valued, and included.

Available Information

Once this Form 10 Registration Statement is effective, we will be required to file proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC. The SEC maintains an internet site, www.sec.gov, where these reports are available free of charge. We will also make these reports available free of charge on our website, https://www.biostemtechnologies.com/, under the heading “Investors–SEC Filings.” In addition, our Audit Committee Charters as well as our Code of Business Conduct and Ethics, are on our website under the heading “Investors–Corporate Governance.” The reference to our website does not constitute incorporation by reference of any information contained on that site.

Item 1A. Risk Factors

An investment in our securities involves a high degree of risk. In addition to the other information contained in this Registration Statement on Form 10, prospective investors should carefully consider the following risks before investing in our securities. If any of the following risks actually occur, as well as other risks not currently known to us or that we currently consider immaterial, our business, operating results and financial condition could be materially adversely affected. As a result, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in this Form 10. In assessing the risks below, you should also refer to the other information contained in this Form 10, including the financial statements and the related notes, before deciding to purchase any of our securities.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading "Risk Factors":

Risk Related to Our Business and Industry:

•We have a history of net losses and we may not be able to achieve or maintain profitability in the future.

•To date we have derived the majority of our revenues from the Distribution Agreement with the Distributor;

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•A material amount of our revenues and accounts receivable are concentrated in one or more customers. If we lose or experience a significant reduction in sales to such key customers, our revenues may decrease substantially and our results of operations and financial condition may be harmed;

•If we fail to comply with our obligations in the agreement under which we license intellectual property and other rights from third parties or otherwise experience disruptions to our business relationships with our licensor, we could lose license rights that are important to our business;

•To be commercially successful, we must demonstrate to physicians that our products are safe and effective alternatives to existing treatments and that our products should be used in their procedures;

•We may experience significant fluctuations in our quarterly and annual results;

•Rapid technological change could cause our products to become obsolete and if we do not enhance our product offerings through our research and development efforts, we may be unable to effectively compete;

•Many of our products depend on the availability of tissue from human donors, and any disruption in supply could adversely affect our business;

•Disruption of our manufacturing facilities could adversely affect our business, financial condition and results of operations;

•We face the risk of product liability claims and may not be able to obtain or maintain adequate product liability insurance;

•The products we process are derived from human tissue and therefore have the potential for disease transmission;

Risks Related to Government Regulation of Our Products:

•We conduct business in a heavily regulated industry, and failure to comply with applicable laws and regulations could result in substantial penalties, damage our reputation, and have a material adverse effect on our business and operations;

•The FDA may in the future determine that certain of our products that are, or are derived from, human cells or tissues, do not qualify for regulation solely under Section 361 of the Public Health Service Act (“Section 361”), and may require that we revise our labeling and marketing claims for these products or that we suspend sales of such products until FDA pre-market clearance or approval is obtained, which could adversely affect our business, results of operations, and financial condition;

•Obtaining and maintaining any necessary regulatory approvals, including conducting clinical trials, for certain of our products or potential products could be expensive and time consuming;

•Our business is subject to extensive regulation by the FDA and other authorities, which is costly, and our failure to comply could result in negative effects on our business, results of operations and financial condition;

•Our results of operations may be adversely affected by current and potential future healthcare reforms;

•The MACs proposed LCDs for skin substitutes that could reduce or eliminate Medicare coverage for our products, which would have a material adverse effect on utilization of our products, our business and our revenue;

Risks Related to Reimbursement for our Products:

•The rate of reimbursement and coverage for the purchase of our products by government and private insurance is subject to change;

•Most purchasers of our products include medical professionals that rely on reimbursement by third-party payers and our growth is dependent on adequate levels of third-party reimbursement for our products from these payers who are sensitive to the cost of products and services;

•Our revenues depend on adequate from public and private insurers and health systems and changes to the ways in which our products are reimbursed in various sites of service could adversely impact our financial results;

Risks Related to our Common Stock:

•Even if our common stock is listed on Nasdaq, there can be no assurance that we will be able to comply with Nasdaq’s continued listing standards;

•We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors;

•We will incur significant costs as a result of operating as a public company and our management expects to devote substantial time to public company compliance programs;

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•If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud which could subject us to regulatory sanctions, harm our business and operating results and cause the trading price of our stock to decline;

•Our common stock price may be volatile and could fluctuate, which could result in substantial losses for investors;

•Our Auditors identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and share price.

•If the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority shareholders from influencing significant corporate decisions and may result in conflicts of interest;

•We will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements;

•Our Amended and Restated Articles of Incorporation contain “blank check” preferred share provisions, which could delay or impede an acquisition of our company; and

•Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws provide that the state and federal courts of the State of Florida will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Risks Related to Our Business and Industry

We have a history of net losses and we may not be able to achieve or maintain profitability in the future.

We have incurred net losses over the last few years, and we may incur net losses in the future. We incurred net losses of $8,482,984 and $7,231,796 for the years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit and working capital deficit of $45,624,117 and $3,021,835, respectively, as of December 31, 2023. Although we had net income of $6,286,028 and $9,543,420 for the three and six months ended June 30, 2024, respectively, as compared to a net loss of $2,855,026 and $6,435,114 for the three and six months ended June 30, 2023, the net income was primarily as a result of revenues earned from the sale of AW2 under the Distribution Agreement with the Distributor which we entered into in September 2023. We will continue to incur significant expenses for the foreseeable future as we expand our sales and marketing, research and development, and clinical activities and pursue applicable regulatory approvals. We may not be able to continue generating sufficient revenues to achieve or sustain profitability. Moreover, we may not be able to achieve, sustain or increase profitability. Our business and prospects must be evaluated in light of the expenses, delays, uncertainties and complications typically encountered by businesses in our stage of development operating in a competitive market. These include, but are not limited to, potential problems, delays or expenses relating to product development, governmental approvals or reimbursement for our products, competition, technological changes and uncertain market acceptance. In addition, if we are unable to manage growth effectively, our operating results could be materially and adversely affected. We may not be able to successfully control or address any or all of these risks, and the failure to adequately do so could cause our business, results of operations, and financial condition to suffer.

To date we have derived the majority of our revenues from the Distribution with the Distributor.

On September 8, 2023, we entered into the Distribution Agreement with the Distributor for the distribution of our AW2 product. During the year ended December 31, 2023, revenues earned from the sale of AW2 under the Distribution Agreement were $13,625,947. During the three and six months ended June 30, 2024, revenues earned from the sale of AW2 under the Distribution Agreement were $74,423,600 and $115,558,500, respectively. As of June 30, 2024 and December 31, 2023, accounts receivable due under this arrangement were $78,073,127 and $11,126,598, respectively. We reported net income for the first time on a US GAAP basis for the three and six months ended June 30, 2024. We had net income of $6,286,028 and $9,543,420 for the three and six months ended June 30, 2024, respectively, as compared to a net loss of $2,855,026 and $6,435,114, for the three and six months ended June 30, 2023, respectively.

We have an accumulated deficit of $36,080,697 as of June 30, 2024, and working capital surplus of $12,512,673 as of June 30, 2024. The change in our financial position was primarily due to revenue earned from the Distribution Agreement with the Distributor. Accordingly, we have derived the majority of our revenues from its Distribution and Services Agreement with the Distributor. If this Distribution and Services Agreement is breached or terminated by either party, particularly in the short-term our revenues may decrease substantially, and our results of operations and financial condition will be significantly harmed.

A material amount of our revenues and accounts receivable are concentrated in one or more customers. If we lose or experience a significant reduction in sales to such key customers, our revenues may decrease substantially and our results of operations and financial condition may be harmed.

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A high concentration of our revenue and accounts receivable comes from a limited number of customers. Accordingly, in each year there may be a small number of customers from whom we generate our revenue. These customers may not be repeat purchasers and in each year it may be a different single purchaser or small number of purchasers from which we generate a large percentage of our revenues. We rely on these purchasers and there is a risk that these purchasers may be unable to make payment under their obligations to us, thereby affecting our revenues.

One customer, Venture Medical, accounted for approximately 82% of our consolidated revenue for the year ended December 31, 2023 and 98% of accounts receivable as of December 31, 2023. One customer accounted for approximately 30% of our consolidated revenue for the year ended December 31, 2022 and three customers accounted for approximately 81% of accounts receivable as of December 31, 2022. For the three and six months ended June 30, 2024, one customer, Venture Medical, accounted for approximately 99% of our consolidated revenue and 99% of accounts receivable as of June 30, 2024. For the three and six months ended June 30, 2023, there was no concentration of consolidated net revenues or accounts receivable in any customers.

Any payment issues encountered by these large customers would likely harm our financial condition and results of operations.

If we fail to comply with our obligations in the agreement under which we license intellectual property and other rights from third parties or otherwise experience disruptions to our business relationships with our licensor, we could lose license rights that are important to our business.

We are party to an intellectual property license agreement that is important to our business, and we may enter into additional license agreements in the future. Our existing license agreement imposes, and we expect that future license agreements will impose, various obligations on us. Licensing of intellectual property is of critical importance to our business and involves complex legal, business and scientific issues. If disputes over intellectual property and other rights that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product and this may affect our financial performance.

For example, on June 29, 2023, we entered into the License Agreement with Hesed, pursuant to which we license the rights to manufacture and commercialize AW2 from Hesed, which is an unrelated party that has ownership of, rights to (including intellectual property) and control of AW2 while we retain ownership of our proprietary BioREtain technology. Either party may terminate the License Agreement either by a notice of non-renewal at least 90 days prior to the renewal or at any time by giving 6 months prior written notice to the other party in the event of a breach of the License Agreement that cannot be cured, such as a breach of the confidentiality obligations or a breach that continues for 15 days after written notice to the breaching party. If the License Agreement is breached or terminated by either party, we will no longer have the rights to manufacture and commercialize our AW2 product and our revenues may decrease substantially, which would have a material adverse effect on our business, results of operations and financial condition.

To be commercially successful, we must demonstrate to physicians that our products are safe and effective alternatives to existing treatments and that our products should be used in their procedures.

We believe physicians will only adopt our products if they determine, based on experience, clinical data and published peer reviewed journal articles, that the use of our products in a particular procedure is a favorable alternative to conventional methods. Physicians also are more interested in using cost-effective products and may practice in settings like Accountable Care Organizations, or ACOs, or Medical Homes, where they face considerable cost-containment pressure. In general, physicians may be slow to change their medical treatment practices and use of our products for the following reasons, among others:

•their lack of experience using our products;

•lack of evidence supporting additional patient benefits from use of our products over conventional methods;

•pressure to contain costs;

•preference for other treatment modalities or our competitors’ products;

•perceived liability risks generally associated with the use of new products and procedures;

•limited availability of coverage and/or reimbursement from third party payers; and

•the time that must be dedicated to training.

The degree of market acceptance of our products will continue to depend on a number of factors, including:

•the safety and efficacy of our products;

•the potential and perceived advantages of our products over alternative treatments;

•clinical data and the clinical indications for which our products are approved;

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•product labeling or product insert requirements of the FDA or other regulatory authorities, including any limitations or warnings contained in approved labeling;

•the cost of, and relative reimbursement rate for, using our products relative to the use of our competitors’ products or alternative treatment modalities;

•relative convenience and ease of administration;

•the strength of marketing and distribution support;

•the timing of market introduction of competitive products;

•publicity concerning our products or competing products and treatments;

•our reputation and the reputation of our products;

•the shelf life of our products and our ability to manage the logistics of the end-user supply chain; and

•sufficient and readily accessible third-party insurance coverage and reimbursement.

We believe recommendations for, and support of our products by, influential physicians are essential for market acceptance and adoption. If we do not receive this support (e.g., because we are unable to demonstrate favorable long-term clinical data), physicians and hospitals may not use our products, which would significantly reduce our ability to achieve expected revenue and would prevent us from sustaining profitability. In the course of conducting our business, we must comply with regulatory quality requirements, adequately address quality issues that may arise with our products, as well as defects in the materials that we use in manufacturing our products. Although we have established internal procedures to minimize risks that may arise from quality issues, we may not be able to eliminate or mitigate these risks and quality issues may arise in which case we would be subject to liability. If the quality of our products does not meet the expectations of regulators, physicians or patients, then we could be subject to regulatory sanctions and our brand and reputation could suffer and our business, results of operations and financial condition could be adversely impacted.

We may experience significant fluctuations in our quarterly and annual results.

Our annual and quarterly results of operations and key metrics may vary significantly in the future as they have in the past, particularly in light of our dependence on a limited number of high-value customer contracts, and period-to-period comparisons of our results of operations and key metrics may not be meaningful. Accordingly, the results of any one year or quarter should not be relied upon as an indication of future performance. For instance, as discussed above, we incurred net losses, an accumulated deficit and working capital deficit as of and for the years ended December 31, 2023 and 2022, but had net income for the three and six months ended June 30, 2024. On September 8, 2023, we entered into the Distribution Agreement with the Distributor for the commercialization of our AW2 product, which accounted for a significant amount of our revenues during the year ended December 31, 2023 and three and six months ended June 30, 2024. As a result, we reported positive net income for the first time on a US GAAP basis for the three and six months ended June 30, 2024.

Our results of operations and key metrics may continue to fluctuate as a result of a variety of factors, including:

•the loss of any significant customer, especially in regard to any product that has a limited customer base

•changes in demand for the products that we sell;

•the acceleration or deceleration of growth rates of our products;

•changes to the regulatory status of our products, including the lapse, suspension or cancellation of licenses;

•increased product and price competition, due to market conditions, the regulatory landscape or other factors;

•changes in the mix of products we sell;

•our pricing strategy with respect to different product lines and our ability to impose price changes;

•productivity of our sales force;

•strategic actions by us, such as acquisitions of businesses or products or divestitures or discontinuations of products;

•effects of domestic and foreign economic and political conditions and exchange rates on our industry and/or customers;

•the relocation and integration of manufacturing or processing operations and other strategic restructuring;

•regulatory actions that may necessitate recalls of our products or warning letters that negatively affect the markets for our products;

•the payment of quarterly cash dividends, and/or the amount and frequency at which to change them;

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•costs incurred by us to terminate contractual and other relationships, including those of distributors,agents or service providers;

•changes in laws in the jurisdictions in which we do business; and

•the expiration, elimination or utilization of deferred tax assets such as net operating loss carry-forwards.

These factors, many of which are outside of our control, and as a result, our results of operations and key metrics may not fully reflect the underlying performance of our business. Fluctuation in our annual or quarterly results may negatively impact the value of our securities. If our quarterly operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly. We believe the quarterly comparisons of our financial results are not always meaningful and should not be relied upon as the sole indicator of our future performance.

We are in a highly competitive and evolving field and face competition from well-established tissue processors, as well as new market entrants.

Our business is in a very competitive and evolving field. Competition from other tissue processors and other companies in our industry, and from research and academic institutions, is intense, expected to increase and subject to rapid change and could be significantly affected by new product introductions as well as changes in reimbursement that could favor certain products and competitors over others. Established competitors and newer market entrants are investing in additional clinical research that may allow them to gain further clinician usage, adoption and payer coverage of their products. In addition, consolidation and cost containment measures in the healthcare industry may cause hospitals to consolidate their purchases with suppliers that have a broad portfolio of products. This would continue to give rise to demands for price concessions, which could have an adverse effect on our business, results of operations and financial condition. Further, competitors may introduce placental-based membrane products in the future at more favorable pricing, adding new features or gaining additional reimbursement coverage, or utilize sales and marketing practices that negatively impact the industry. Further, they may copy our products outside the United States. The presence of this competition may lead to pricing pressure, which could have an adverse effect on our business, results of operations and financial condition.

Defects, failures or quality issues associated with our products could lead to product recalls or safety alerts, adverse regulatory actions, litigation, including product liability claims, and negative publicity that could erode our competitive advantage and market share and materially adversely affect our reputation, business, results of operations and financial condition.

Quality is extremely important to us and our customers due to the serious and costly consequences of product failure. Quality and safety issues may occur with respect to any of our products, and our future operating results will depend on our ability to maintain an effective quality control system and effectively train and manage our workforce with respect to our quality system. The development, manufacture and control of our products are subject to extensive and rigorous regulation by numerous government agencies, including the FDA. Compliance with these regulatory requirements, including but not limited to the FDA’s Quality System Regulation (QSR), CGTP, and adverse events/recall reporting requirements in the United States, is subject to continual review and is monitored rigorously through periodic inspections by the FDA.

The results of these inspections can include inspectional observations on FDA’s Form FDA-483, untitled letters, warning letters, or other forms of enforcement. If the FDA were to conclude that we are not in compliance with applicable laws or regulations, the FDA could take a number of regulatory actions, including preventing us from manufacturing or distributing any or all of our products or limiting the extent of our manufacturing or distribution, which could materially adversely affect our business. In addition, a prolonged interruption or limitation in the manufacturing or distribution of one or more of our products as a result of non-compliance could decrease our supply of products available for sale, which could reduce our net sales, gross profits and market share, as well as harm our overall business, prospects, financial condition and results of operations.

Our manufacturing facilities and those of our suppliers and independent sales agencies are also subject to periodic regulatory inspections. If the FDA were to conclude that we or our suppliers or sales agencies have failed to comply with any of these requirements, it could institute a wide variety of enforcement actions, ranging from a public warning letter to more severe sanctions, such as product recalls or seizures, orders for product detention or destruction, withdrawals, monetary penalties, consent decrees, injunctive actions to halt the manufacture or distribution of products, restrictions on operations or other civil or criminal sanctions. Civil or criminal sanctions could be assessed against our officers, employees, or us. Any adverse regulatory action against us or our suppliers or sales agencies, depending on its magnitude, may restrict us from obtaining needed supplies or effectively manufacturing, marketing and selling our products.

In addition, we cannot predict the results of future legislative activity or future court decisions, any of which could increase regulatory requirements, subject us to government investigations or expose us to unexpected litigation. Any regulatory action or litigation, regardless of the merits, may result in substantial costs, divert management’s attention from other business concerns and place additional restrictions on our sales or the use of our products. In addition, negative publicity, including regarding a quality or safety issue, could damage our reputation, reduce market acceptance of our products, cause us to lose customers and decrease demand for our products. Any actual or perceived quality issues may also result in issuances of FDA public safety communications or physician’s advisories against our products

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or cause us to conduct voluntary recalls. Any product defects or problems, regulatory action, litigation, negative publicity or recalls could disrupt our business and have a material adverse effect on our business, results of operations and financial condition.

Rapid technological change could cause our products to become obsolete and if we do not enhance our product offerings through our research and development efforts, we may be unable to effectively compete.

The technologies underlying our products are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. We can give no assurance that others will not develop services, products, or processes with significant advantages over the products, services, and processes that we offer or are seeking to develop. Any such occurrence could have a material and adverse effect on our business, results of operations and financial condition.

We plan to enhance and broaden our product offerings to expand our penetration of the wound care market in response to changing customer demands and competitive pressure and technologies, but we may not be successful. The success of any new product offering or enhancement to an existing product will depend on numerous factors, including our ability to:

• properly identify and anticipate physician and patient needs;

• develop and introduce new products or product enhancements in a timely manner;

• adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties;

• demonstrate the safety and efficacy of new products, including through the conduct of additional clinical trials;

• obtain the necessary regulatory clearances or approvals for new products or product enhancements;

• achieve adequate coverage and reimbursement for our products; and

• compete successfully against other skin substitutes and other modalities for treating wounds such as negative-pressure wound therapy and hyperbaric oxygen therapy.

If we do not develop and, when necessary, obtain regulatory clearance or approval for new products or product enhancements in time to meet market demand, or if there is insufficient demand for these products or enhancements, our results of operations will suffer. Our research and development efforts may require a substantial investment of time and resources before we are adequately able to determine the commercial viability of a new product, technology, material or other innovation. In addition, even if we are able to successfully develop enhancements or new generations of our products, these enhancements or new generations of products may not be covered or reimbursed by government health benefit programs such as Medicare or private health plans, may not produce sales in excess of the costs of development and/or may be quickly rendered obsolete by changing customer preferences or the introduction by our competitors of products embodying new technologies or features.

Many of our products depend on the availability of tissue from human donors, and any disruption in supply could adversely affect our business.

The success of our human tissue products depends upon, among other factors, the availability of tissue from human donors. Any failure to obtain tissue from our sources will interfere with our ability to effectively meet demand for our products incorporating human tissue. The availability of donated tissue could also be adversely impacted by regulatory changes, public opinion of the donor process and our own reputation in the industry. We may not be successful in our ability to scale tissue recovery efforts to meet the potential future demand of our pipeline. Obtaining adequate supplies of human tissue involves several risks, including limited control over availability (due to, for example, access to hospital accounts and the number of consenting mothers), quality, delivery schedules, and eligibility requirements. In addition, any interruption in the supply of any human tissue component could harm our ability to manufacture our products until a new source of supply, if any, could be found. We also utilize third-party providers of tissue collection services on an as-needed basis to mitigate risks but there can be no assurance that these third parties will be able to provide donated tissues at all times. We may be unable to find a sufficient alternative supply channel in a reasonable time period or on commercially reasonable terms, if at all, which would have an adverse effect on our business, results of operations and financial condition.

We depend on our senior leadership team and may not be able to retain or replace these employees or recruit additional qualified personnel, which would harm our business, results of operations and financial condition.

Our business and success are materially dependent on attracting and retaining members of our senior leadership team to formulate and execute our business plans. Our future success will also depend, in part, upon our ability to attract and retain skilled personnel, including sales, managerial and technical personnel. There can be no assurance that we will be able to continue to find and attract additional qualified employees to support our expected growth or retain any such personnel.

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Our revenues depend on adequate reimbursement from public and private insurers and health systems and changes to the ways in which our products are reimbursed in various sites of service could adversely impact our financial results.

Our success depends on the extent to which our customers receive adequate reimbursement for the costs of our products and related treatments from third-party payers, including government healthcare programs, such as Medicare and Medicaid, as well as private insurers and health systems. Government and other third-party payers attempt to contain healthcare costs by limiting both coverage and the level of payment of medical products, particularly new products. Therefore, significant uncertainty may exist as to the reimbursement status of new healthcare products by third-party payers. The reimbursement landscape for our products varies depending upon the site in which the products are administered. If we are not successful in obtaining adequate coverage and payment for our products from these third-party payers in one or more of the sites of service where our products are used, it could have an adverse effect on market acceptance of our products. Inadequate reimbursement levels would likely also create downward price pressure on our products. Even if we do succeed in obtaining widespread coverage and reimbursement rates or policies for our products, future changes in coverage or payment rates or policies could have a negative impact on our business, financial condition and results of operations. Changes in the coverage and payment environment as described above could result in declines in our revenue that would adversely affect our business, financial condition and results of operation.

Further, we have experienced some reluctance by payers to cover our products under certain circumstances, including for applications other than those for which we have published clinical efficacy data. Since 2022, several wide-ranging proposals have been published for public comment, including relating to payment methodology within the physician office, with potential to change how CMS reimburses for skin substitute products at a national level. At a regional level, three MACs signaled their intent to change coverage guidance by moving LCDs through the process. While these were ultimately withdrawn, all of the MACs released proposed LCDs that, if finalized, would eliminate Medicare coverage for our products until acceptable peer-reviewed evidence is developed to support coverage. If the national reimbursement proposals were to be adopted, it would significantly change Medicare policies governing the reimbursement of skin substitute products principally when used for the care of chronic wounds.

Interruptions in the supply of our products or inventory loss may adversely affect our business, results of operations and financial condition.

Our products are manufactured using technically complex processes requiring specialized facilities, highly specific raw materials and other production constraints. The complexity of these processes, as well as strict company and government standards for the manufacture and storage of our products subjects us to production risks. In addition to ongoing production risks, process deviations or unanticipated effects of approved process changes may result in non-compliance with regulatory requirements including stability requirements or specifications. Most of our products must be stored and transported within a specified temperature range. For example, if environmental conditions deviate from that range, our products’ remaining shelf-lives could be impaired or their safety and efficacy could be adversely affected, making them unsuitable for use. These deviations may go undetected. The occurrence of actual or suspected production and distribution problems can lead to lost inventories, and in some cases recalls, with consequential reputational damage and the risk of product liability. The investigation and remediation of any identified problems can cause production delays and result in substantial additional expenses. Any future failure in the storage or manufacture of our products or loss in supply could result in a loss of our market share and negatively affect our revenues and operations.

Increased prices for, or unavailability of, raw materials used in our products could adversely affect our business, results of operations and financial condition.

Our profitability is affected by the prices of the raw materials used in the manufacture of our products. These prices may fluctuate based on a number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel related delivery costs, competition, excise and other indirect taxes and government regulation. Due to the highly competitive nature of the healthcare industry and the cost containment efforts of our customers and third-party payers, we may be unable to pass along cost increases for key components or raw materials through higher prices to our customers. If the cost of key components or raw materials increases, and we are unable fully to recover these increased costs through price increases or offset these increases through other cost reductions, we could experience lower margins and profitability. Significant increases in the prices of raw materials that cannot be recovered through productivity gains, price increases or other methods could adversely affect our business, results of operations and financial condition.

We contract with and are dependent upon our distributors.

We market and distribute products to medical professionals, such as podiatrists and plastic surgeons, indirectly primarily through distributors. In 2023, approximately 82% of our sales were through our relationships with distributors. If our relationships with our distributors were terminated for any reason, it could materially and adversely affect our revenues and profits. Because the distributor often controls the customer relationships within its territory, there is a risk that if our relationship with the distributor ends, our relationship with the customer will be lost. Because our distributors are not employees, there is a risk we will be unable to ensure that our sales processes, compliance safeguards, and related policies will be adhered to despite our communication and training of distributors regarding these requirements. Furthermore, if we fail to maintain relationships with our distributor there could be an adverse effect on our business, results

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of operations, and financial condition. We may obtain the assistance of additional distributors and independent sales agents to sell products in certain sales channels, particularly in territories and fields where agents are commonly used. Our success is partially dependent upon our ability to train, retain and motivate our distributors and their representatives to appropriately and compliantly sell our products in certain territories or fields. They may not be successful in implementing our marketing plans or compliance safeguards. Some of our distributors do not sell our products exclusively and may offer similar products from other companies. Our distributors may terminate their contracts with us, may devote insufficient sales efforts to our products or may focus their sales efforts on other products that produce greater commissions for them, which could have an adverse effect on our business, results of operations and financial condition. We also may not be able to find additional independent sales agencies and distributors who will agree to appropriately and compliantly market or distribute our products on commercially reasonable terms, if at all. If we are unable to establish new independent sales representative and distribution relationships or renew current distribution agreements on commercially acceptable terms, our business, financial condition, and results of operations could be materially and adversely affected.

Moreover, pursuant to the Distribution Agreement with the Distributor of our AW2 product, the distributor provides many of the services relating to the commercialization of that product, including, among other things, insurance coverage and eligibility, claims processing, quality assurance, inventory management and returns, and other day-to-day operations services. Our reliance on this third party to perform these services on our behalf increases the risk that we are unable to ensure that our sales processes, compliance safeguards, and related policies will be adhered to and any noncompliance with these policies or regulations may adversely affect our business, financial condition, and results of operations and exacerbate the other risks described in this section.

Disruption of our manufacturing facilities could adversely affect our business, financial condition and results of operations.

We own and operate a state-of-the-art, AATB accredited, cGTP compliant manufacturing facility located in Pompano Beach, Florida, which is a 6,100 sq. ft. manufacturing facility with multiple ISO 5 and ISO 7 suites designed for commercial production of HCT/Ps. Our business depends upon the continued operation of our manufacturing facility. Risks that could impact our ability to use these facilities include the occurrence of natural and other disasters, the outbreak of pandemics, and the need to comply with the requirements of directives from government agencies, including the FDA. If our manufacturing facilities were to become unavailable, this could have a material adverse effect on our business, financial condition and results of operations during the period of such unavailability.

We depend on our senior leadership team and may not be able to retain or replace these employees or recruit additional qualified personnel, which would harm our business, results of operations and financial condition.

Our business and success are materially dependent on attracting and retaining members of our senior leadership team to formulate and execute our business plans. Our future success will also depend, in part, upon our ability to attract and retain skilled personnel, including sales, managerial and technical personnel. There can be no assurance that we will be able to continue to find and attract additional qualified employees to support our expected growth or retain any such personnel.

We will need to continue to expand our organization, and managing growth may be more difficult than expected.

Managing our growth may be more difficult than we expect. We anticipate that a period of significant expansion will be required to penetrate and service the markets for our existing and anticipated future products and to continue to develop new products. This expansion will place a significant strain on management, operational and financial resources. To manage the expected growth of our operations and personnel, we must both modify our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We must also expand our finance, administrative, and operations staff. Management may be unable to hire, train, retain, motivate and manage necessary personnel or to identify, manage and exploit existing and potential strategic relationships and market opportunities.

Our principal business operations are located in Florida and may be subject to interruptions caused by hurricanes and other natural disasters.

Our physical facilities and employees are all located in Florida and thus our business operations are more susceptible than businesses located in other parts of the country to interruptions caused by hurricanes and flooding. These natural disasters pose a risk of damage to our facilities and interruptions to our business, which could be prolonged, as a result of extended power outages, the unavailability of our employees during periods when they must attend to personal circumstances, and the inability of third parties to provide necessary services to us due to similar factors. Damage to our facilities and extended interruption of our business could result in lost revenues and other material adverse consequences for our business, which may not be adequately covered by insurance or for which insurance may not be available.

The formation of physician-owned distributorships (“PODs”) could result in increased pricing pressure on our products or harm our ability to sell our products to physicians who own or are affiliated with those distributorships.

PODs are medical product distributors that are owned, directly or indirectly, by physicians. These physician owners may derive a proportion of their revenue from selling or arranging for the sale of medical products for use in procedures they perform on their own patients

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at hospitals or ambulatory surgery centers that agree to purchase from or through the POD, or that otherwise furnish ordering physicians with income that is based directly or indirectly on those orders of medical products. The Office of Inspector General (“OIG”) of the Department of Health & Human Services has issued a Special Fraud Alert on PODs, indicating that they are inherently suspect under the federal Anti-Kickback Statute.

Our commercial strategy emphasizes selling directly to healthcare providers principally through independent medical distributors and also through direct and contract salesforces. To our knowledge, we do not directly sell to or distribute any of our products through PODs. The number and strength of PODs in the industry may continue to grow as economic pressures increase throughout the industry and hospitals, ambulatory surgery centers, insurers and physicians search for ways to reduce costs, and, in the case of the physicians, identify additional sources to increase their incomes. These companies and the physicians who own, or partially own, PODs may have significant market knowledge, access to and influence on the physicians who use our products and the hospitals that purchase our products, and we may not be able to compete effectively for business from physicians who own PODs or for sales to healthcare provider customers that exclusively purchase through PODs..

We face the risk of product liability claims and may not be able toobtain or maintain adequate product liability insurance.

While we have had a low product complaint and adverse event rate historically, our business exposes us to the risk of product liability claims that are inherent in the manufacturing, processing and marketing of human tissue products. We may be subject to such claims if our products cause, or appear to have caused, an injury. Claims may be made by patients, healthcare providers or others selling our products. Product liability claims can be expensive to defend (regardless of merit), divert our management’s attention, result in substantial damage awards against us, harm our reputation, and generate adverse publicity, which could result in the withdrawal of, or reduced acceptance of, our products in the market.

Although we have product liability insurance that we believe is adequate, this insurance is subject to deductibles and coverage limitations, and we may not be able to maintain this insurance at an acceptable cost or on acceptable terms or be able to secure increased coverage (if needed), nor can we be sure that existing or future claims against us will be covered by our product liability insurance. Moreover, the existing coverage of our insurance or any rights of indemnification and contribution that we may have may not be sufficient to offset existing or future claims. If we are unable to maintain product liability insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect ourselves against potential product liability claims or we underestimate the amount of insurance we need, we could be exposed to significant liabilities, which may harm our business. A product liability claim or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could result in significant costs and significant harm to our business. Even if a claim is not successful, defending such claim would be time-consuming and expensive, may damage our reputation in the marketplace, and would likely divert our management’s attention.

The products we process are derived from human tissue and therefore have the potential for disease transmission.

The utilization of human tissue creates the potential for transmission of communicable disease, including, without limitation, human immunodeficiency virus, viral hepatitis, syphilis and other viral, fungal or bacterial pathogens. We are required and have implemented controls to comply with federal and state regulations intended to prevent communicable disease transmission.

New communicable diseases emerge in the human population from time to time. If a new communicable disease has a period during which time the causative agent is present in human cells or tissue but symptoms are not present or linked to the causative agent, it is possible that cell and tissue donations could be contaminated by that infectious agent. Typically, early in an outbreak of a new disease, tests for the causative agent do not exist. During this early phase, we must rely on screening of donors and patients (e.g., for behavioral risk factors or physical symptoms) to reduce the risk of cell and tissue contamination. Screening methods are generally less sensitive and specific than a direct test as a means of identifying potentially contaminated cell and tissue units. In addition, screening methods may not be effective in instances where screened individuals are not symptomatic, do not have known risk factors, or where risk factors or symptoms for a new infectious agent are not understood.

During the early phase of an outbreak of a new communicable disease, our ability to manufacture safe products would depend on the manufacturing process’ capacity to inactivate or remove the infectious agent. We maintain strict quality controls designed in accordance with CGTP to help ensure the safe procurement and processing of our tissue, including terminal sterilization of our products. These controls are intended to prevent the transmission of communicable disease. However, risks exist with any human tissue implantation. To the extent that a product’s manufacturing process is inadequate to inactivate or remove an infectious agent, including any known or new infectious agent,our ability to manufacture and distribute that product would be impaired.

If a new communicable disease were to emerge in the human population, the regulatory and public health authorities could impose precautions to limit the transmission of the disease that would impair our ability to procure cells or tissues, manufacture our product candidates, or both. Such precautionary measures could be taken even before there is conclusive medical or scientific evidence that a disease poses a risk for HCT/Ps.

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In recent years, new testing and viral inactivation methods have been developed that more effectively detect and inactivate infectious viruses in collected cells and tissues. There can be no assurance, however, that such new testing and inactivation methods will adequately screen for, and inactivate, all infectious agents in the cells and tissues used in the production of our products.

Also, negative publicity concerning disease transmission from other companies’ improperly processed donated tissue could have a negative impact on the demand for our products and adversely affect our business, financial condition and results of operations.

We may expand or contract our business through acquisitions, licenses, investments, and other commercial arrangements with other companies or technologies, which may adversely affect our business, results of operations and financial condition.

We periodically evaluate opportunities to acquire companies or divisions, technologies, products, and rights through licenses, distribution agreements, investments, and outright acquisitions to grow our business. In connection with one or more of those transactions, we may:

• issue additional equity securities that would dilute our shareholders’ value;

• use cash that we may need in the future to operate our business;

• incur debt that could have terms unfavorable to us or that we might be unable to repay;

• structure the transaction in a manner that has unfavorable tax consequences, such as a stock purchase that does not permit a step-up in the tax basis for the assets acquired;

• be unable to realize the anticipated benefits, such as increased revenues, cost savings, or synergies from additional sales of existing or newly acquired products;

• be unable to successfully integrate, operate, maintain and manage our newly acquired operations;

• divert management’s attention from the existing business to integrate, operate, maintain and manage our newly acquired operations and personnel;

• acquire unknown liabilities that could subject us to government investigations and/or litigation or other actions that make it impossible to realize the anticipated benefits of the transaction;

• be unable to secure the services of key employees related to the acquisition; and

• be unable to succeed in the marketplace with the acquisition.

Any of these items could materially and adversely affect our revenues, financial condition, and profitability. Business acquisitions also involve the risk of unknown liabilities associated with the acquired business, which could be material. Additional liabilities related to acquisitions could include lack of compliance with government regulations that could subject us to investigation and civil and criminal sanctions. For example, we may acquire a company that was not compliant with FDA quality requirements or was making payments or other forms of remuneration to physicians to induce them to use their products. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could materially and adversely affect our business and we may lose our entire investment or be unable to recover our initial investment, which could include the cost of acquiring licenses or distribution rights, acquiring products, purchasing initial inventory, or investments in early stage companies. Inability to recover our investment, or any write off of such investment, associated goodwill, or assets, could have a material and adverse effect on our business, results of operations and financial condition.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement or may acquire new lines of business or we may offer new products and services within existing lines of business. There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or are evolving such as the regulation of physician-owned durable medical equipment suppliers that sell our wound care supplies. In developing and marketing new lines of business and new products and services, we may invest significant time and resources. External factors, such as regulatory compliance obligations, competitive alternatives, lack of market acceptance, and shifting market preferences, may also affect the successful implementation of a new line of business or a new product or service. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation, disrupt our business and adversely affect our business, results of operations and financial condition.

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The processing and marketing of our tissue products involves an inherent risk that our tissue products or processes may not meet applicable quality standards and requirements. In the event that one or more of our products experiences a failure to meet such standards and requirements, we may voluntarily implement a recall or market withdrawal or may be required to do so by a regulatory authority.

A recall or market withdrawal of one of our products could be costly and may divert management resources. A recall or withdrawal of one of our products, or a similar product processed by another entity, also could impair sales of our products as a result of confusion concerning the scope of the recall or withdrawal, or as a result of the damage to our reputation for quality and safety.

A cyberattack or significant disruptions of our information technology systems could adversely affect our business, results of operation and financial condition.

A cyberattack, a disruption in availability, or the unauthorized alteration of systems or data could adversely affect our business, results of operations and financial condition. We rely on technology for day-to-day operations as well as positioning to enhance our stance in the market. We generate intellectual property that is central to the future success of the business and transmit large amounts of confidential information. Additionally, we collect, store and transmit confidential information of customers, patients, employees and third parties. We also have outsourced significant elements of our operations to third parties, including significant elements of our information technology infrastructure, and, as a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information. The continually changing threat landscape of cybersecurity today makes our systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees, partners, and vendors, and from attacks by malicious third parties, including supply chain attacks originating at our third-party partners. Such attacks are of ever-increasing levels of sophistication. Attacks are made by individuals or groups that have varying levels of expertise, some of which are technologically advanced and well-funded including, without limitation, nation states, organized criminal groups and hacktivists organizations.

To ensure protection of our information, we have invested in cybersecurity and have implemented processes and procedural controls to maintain the confidentiality and integrity of such information. We measure these controls and their success through a cybersecurity framework that is based on industry standards. While we have invested in the protection of our data and technology, there can be no guarantees that our efforts will prevent all service interruptions or security breaches. Any such interruption or breach of our systems could adversely affect our business operations and result in the loss of critical or sensitive confidential information or intellectual property, and could result in financial, legal and reputational harm to our business, including legal claims and proceedings, liability under laws that protect the privacy of personal information, government enforcement actions and regulatory penalties, as well as remediation costs. We also maintain cyber liability insurance. However, this insurance may not be sufficient to cover the financial, legal or reputational losses that may result from an interruption or breach of our systems.

If a breach of our measures protecting personal data covered by HIPAA state privacy laws, or state data breach notification laws occurs, we may incur significant liabilities and operational disruptions.

The Health Insurance Portability and Accountability Act of 1996, as amended, or HIPAA, and the regulations that have been issued under it, impose certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy and security of protected health information. The requirements and restrictions apply to “covered entities” (which include health care providers and insurers) as well as to their “business associates” that receive access to protected health information from such covered entities to provide services to or perform certain activities on their behalf. The statute and regulations also impose notification obligations on covered entities and their business associates in the event of a breach of the privacy or security of protected health information. We provide services to and on behalf of customers that are HIPAA covered entities or business associates and occasionally receive protected health information from such customers in the course of our business. As such, we believe that we are HIPAA business associates and therefore subject to HIPAA’s requirements and restrictions with respect to handling such protected health information, and have executed business associate agreements with certain customers. We also collect, use, and disclose personally identifiable information that is governed by state privacy laws, such as the California Consumer Privacy Act, as amended.

The secure processing, storage, maintenance, and transmission of this critical information are vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take reasonable measures to protect sensitive data from unauthorized access, use, or disclosure, no security measures can guarantee the security of information, and our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee or contractor error, malfeasance or other malicious or inadvertent disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, breach, or other loss or unauthorized use or disclosure of information could result in legal claims or proceedings, and liability under federal or state laws that protect the privacy or security of identifiable information, such as HIPAA, state privacy laws, and state data breach notification laws, and regulatory penalties. Notice of breaches may be required to affected individuals, the Secretary of Health and Human Services or other state, federal or foreign regulators, and for extensive breaches, notice may need to be made to the media or state attorneys general. Such a notice could harm our reputation and our ability to compete.

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Unauthorized access, loss or dissemination could also disrupt our operations (including our ability to conduct our analysis, provide test results, bill payors or patients, process claims and appeals, provide customer assistance, conduct research and development activities, collect, process and prepare company financial information, provide information about our tests and other patient and health care provider education and outreach efforts through our website, and manage the administrative aspects of our business) and damage our reputation, any of which could adversely affect our business. There can be no assurance that we will be successful in preventing cyberattacks or successfully mitigating their effects. To the extent that any disruption or security breach results in a loss of or damage to our data or applications or our customers and any other third party’s data, or inappropriate disclosure or theft of confidential, proprietary or personal information, we could incur substantial liability, suffer reputational damage or poor financial performance, or become the subject of litigation and/or regulatory actions by state, federal or non-US authorities, any of which could adversely affect our business.

It is possible the data protection laws may be interpreted and applied in a manner that is inconsistent with our practices. If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. In addition, these privacy regulations may differ from country to country and state to state, and may vary based on whether testing is performed in the United States or in the local country. Complying with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business. Further, compliance with data protection laws and regulations could require us to take on more onerous obligations in our contracts, restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. We can provide no assurance that we are or will remain in compliance with diverse privacy and security requirements in all of the jurisdictions in which we do business. If we fail to comply or are deemed to have failed to comply with applicable privacy protection laws and regulations such failure could result in government enforcement actions and create liability for us, which could include substantial civil and/or criminal penalties, as well as private litigation and/or adverse publicity that could negatively affect our operating results and business.

Public health pandemics or outbreaks could adversely impact our business.

Our operations may be affected by the outbreak of public health pandemics or outbreaks. The ultimate disruption which may be caused by any particular outbreak is uncertain; however, it may result in a material adverse impact on our financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, negative impact on our workforce, unavailability of professional services and other resources, disruption in supply chain that may interrupt the supply of human tissue component needed to manufacture our products, restrictions imposed by local governments, or disruption to credit markets necessary for the success of our business model.

Risks Related to Government Regulation of Our Products

We conduct business in a heavily regulated industry, and failure to comply with applicable laws and regulations pertaining to our business could result in substantial penalties, damage our reputation, and have a material adverse effect on our business and operations.

The life sciences and health care industries are highly regulated, and there can be no assurance that the regulatory environment in which we operate will not change significantly and adversely to us in the future. Areas of the regulatory environment that may affect our ability to conduct business include, without limitation:

•federal and state laws applicable to HCT/Ps, billing practices and claims payment and/or regulatory agencies enforcing those laws and regulations;

•federal and state fraud and abuse laws;

•federal and state laws applicable to pre-clinical and clinical (human subject) research;

•coverage and payment levels by Medicare, Medicaid, other governmental payors and private insurers;

•restrictions on coverage of, and payment for, HCT/Ps;

•state licensing laws;

•federal and state laws and enforcement policies governing the development, use and distribution of HCT/Ps;

•federal, state and local laws governing the handling and disposal of medical and hazardous waste;

•federal and state Occupational Safety and Health Administration rules and regulations;

•HIPAA and similar state data privacy laws; and

•similar laws and regulations as set forth above in foreign jurisdictions where we may operate.

In particular, the laws and regulations governing the marketing of HCT/Ps are extremely complex and, in many instances, there are no significant regulatory or judicial interpretations of these laws and regulations. For example, our HCT/Ps are, and may in the future be, actively regulated by the FDA pursuant to the Section 361 of the Public Health Services Act (“PHSA”). Among other things, pursuant to

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the PHSA and its implementing regulations, the FDA regulates the research, design, testing, manufacturing, safety, labeling, storage, record keeping, marketing and promotion and sales and distribution of HCT/Ps in the United States to ensure that HCT/Ps distributed domestically are safe and effective for their intended uses. If we fail to adequately comply with the requirements for the HCT/Ps we offer that the FDA currently regulates as a HCT/P, our business operations may be harmed.

Federal and state fraud and abuse and similar laws are frequently enforced by the respective governments and can lead to costly and time-consuming investigations as well as litigation. The government may consider some of our marketing practices non-compliant with applicable laws. This may lead to significant fines and the exclusion form participation in government healthcare programs (e.g., Medicare and Medicaid).

The FDA may in the future determine that certain of our products that are, or are derived from, human cells or tissues, do not qualify for regulation solely under Section 361 of the Public Health Service Act (“Section 361”), and may require that we revise our labeling and marketing claims for these products or that we suspend sales of such products until FDA pre-market clearance or approval is obtained, which could adversely affect our business, results of operations, and financial condition.

The products we manufacture and process are derived from human tissue. Amniotic and other birth tissue have generally been regulated as HCT/Ps and are therefore eligible to be subject to regulation solely under Section 361 (“Section 361 HCT/P”) depending on whether the specific product at issue and the claims made for it are consistent with the applicable criteria. HCT/Ps that do not meet these criteria are subject to more extensive regulation as drugs, medical devices, biological products, or combination products. These HCT/Ps must comply with both the FDA’s requirements for HCT/Ps and the requirements applicable to biologics, devices, or drugs, as applicable, including pre-market clearance, approval, or licensure from the FDA. Obtaining FDA pre-market clearance, approval, or licensure involves significant time and investment by us.

While we believe that we are currently in material compliance with applicable laws and regulations as historically enforced by the FDA, we cannot assure you that the FDA will agree with our determination; and a determination that we have violated these laws and regulations, or a public announcement that we are being investigated for possible violations, could adversely affect our business, prospects, results of operations, or financial condition.

Any future regulatory changes could also have adverse consequences for us and make it more difficult or expensive for us to conduct our business by requiring pre-market clearance, approval, or licensure and compliance with additional post-market regulatory requirements with respect to our products. For example, the FDA may in the future impose conditions, such as labeling restrictions, or requirements that one or more of our products be manufactured in compliance with current good manufacturing practices (“cGMP”) such as those currently applicable to drugs, biologics, or medical devices, which would require significant additional time and cost investments by us. Moreover, increased regulatory scrutiny within the industry in which we operate could lead to increased regulation of HCT/Ps, including Section 361 HCT/Ps, which could ultimately increase our costs and adversely impact our business, results of operations and financial condition.

Obtaining and maintaining any necessary regulatory approvals, including conducting clinical trials, for certain of our products or potential products could be expensive and time consuming.

Where applicable, the process of obtaining regulatory clearances, approvals, or licensures to market a drug, medical device, biological product, or a combination product from the FDA may be costly and time consuming, and such clearances, approvals, or licensures may not be granted on a timely basis, or at all. The FDA may take the position that some of the products that we currently market are not Section 361 HCT/Ps and require, among other things, a New Drug Application, Biologics License Application, 510(k) clearance, or Premarket Approval from the FDA. Some of the future products and enhancements to our current products that we may develop or may acquire and market may require marketing clearance, approval, or licensure from the FDA. However, if required, clearance, approval, or licensure may not be granted with respect to any of our products or enhancements and further FDA review may add delays that could adversely affect our ability to market such products or enhancements.

If FDA disagrees that any of our products is a Section 361 HCT/P, the process of developing and executing clinical trials and manufacturing processes that would be necessary to support FDA approval, licensure, or clearance would require the expenditure of substantial time, effort and financial resources and may take years to complete, including costs incurred on top of those fees incurred as part of conducting various clinical studies while marketing our products under Section 361. Additionally, the FDA may limit the indications for use or place other conditions on any approvals, licensures, or clearances that could restrict the commercial application of the products. If we do receive approval, licensure, or clearance, some types of changes to the approved, licensed, or cleared product(s), such as adding new indications or doses, manufacturing changes and additional labeling claims, would be subject to further testing requirements and further FDA review and approval. Our revenues could be adversely affected if the FDA limited the indications for use or required other conditions that restrict the commercial application of our products.

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Additionally, there are significant costs associated with clinical trials that can be difficult to accurately estimate. Clinical trials may not be successful or may return results that do not support approval, licensure, or clearance. Moreover, the results of early clinical trials are not necessarily predictive of future results, and any product we advance into clinical trials may not have favorable results in later clinical trials. Our interpretation of data and results from our clinical trials does not ensure that we will achieve similar results in future clinical trials. In addition, clinical data are often susceptible to various interpretations and analyses, and many companies that have believed their products performed satisfactorily in earlier clinical trials or retrospective studies have nonetheless failed to replicate results in later clinical trials.

If any of our products cause or contribute to a death, serious injury, or adverse reaction, we will be required to report such death, serious injury, or adverse reaction under applicable HCT/P reporting regulations, and such events can result in voluntary corrective actions or agency enforcement actions.

Under FDA HCT/P reporting regulations, HCT/P manufacturers are required to report to the FDA information that a HCT/P has or may have caused or contributed to a death, serious injury, or adverse reaction. If such a death, serious injury, or adverse reaction were to occur, and we or our collaborators are unable to demonstrate that the adverse events were caused by factors other than our or our collaborator’s products, regulatory authorities could order us to remove, recall, destroy, or cease manufacturing the affected HCT/P. Any of these occurrences may harm our and our collaborators’ ability to manufacture, identify and develop HCT/Ps, and may significantly harm our business, financial condition, result of operations, and prospects.

Our business is subject to extensive regulation by the FDA and other authorities, which is costly, and our failure to comply could result in negative effects on our business, results of operations and financial condition.

The FDA has specific regulations governing our tissue-based products, or HCT/Ps. The FDA has broad post-market and regulatory and enforcement powers, even for Section 361 HCT/Ps. The FDA’s regulation of HCT/Ps includes requirements for registration and listing of products, donor screening and testing, processing and distribution, labeling, record keeping and adverse-reaction reporting, and inspection and enforcement.

HCT/Ps that are regulated as drugs, biological products, medical devices or combination products are subject to even more stringent regulation by the FDA. Even if pre-market clearance, approval or licensure is obtained, the licensure, approval or clearance may place substantial restrictions on the indications for which the product may be marketed or to whom it may be marketed, may require warnings to accompany the product or impose additional restrictions on the sale or use of the product. In addition, regulatory approval is subject to continuing compliance with regulatory standards, including the FDA’s cGMP or quality system regulations.

If we fail to comply with applicable FDA or state regulations regarding our tissue products, the FDA or state authorities could take enforcement action, including, without limitation, any of the following sanctions and the manufacture of our products or processing of our tissue could be delayed or terminated:

•untitled letters, warning letters, cease and desist orders, fines, injunctions, and civil penalties;

•recall, administrative detention, seizure or destruction of our products;

•operating restrictions, partial suspension or total shutdown of production;

•refusing our requests for clearance, approval or licensure of new products;

•withdrawing or suspending current applications for approval, licensure or clearance or approvals, licenses or clearances already granted;

•refusal to grant export approval for our products; and

•criminal prosecution.

Any of these sanctions could also result in higher than anticipated costs or lower than anticipated sales and have a material adverse effect on our reputation, business, results of operations and financial condition.

The FDA’s regulation of HCT/Ps may continue to evolve. Complying with any such new regulatory requirements may entail significant time delays and expense, which could have an adverse effect on our business, results of operations and financial condition.

The AATB has issued operating standards for tissue banking. Compliance with these standards is a requirement in order to become an accredited tissue bank. In addition, some states have their own tissue banking regulations.

In addition, procurement of certain human organs and tissue for transplantation is subject to the restrictions of various federal and state regulations such as the NOTA, which prohibits the transfer of certain human organs, including skin and related tissue for valuable

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consideration, but permits the reasonable payment associated with the removal, transportation, implantation, processing, preservation, quality control and storage of human tissue and skin. We reimburse tissue banks, hospitals and physicians for their services associated with the recovery and storage of donated human tissue. Although we have independent third-party appraisals that confirm the reasonableness of the service fees we pay, if we were to be found to have violated NOTA’s prohibition on the sale or transfer of human tissue for valuable consideration, we could potentially be subject to fines or criminal enforcement sanctions, which could adversely affect our results of operations.

Finally, we and other manufacturers of skin substitutes are required to provide ASP information to CMS on a quarterly basis. The Medicare payment rates are updated quarterly based on this ASP information. We rely upon a number of assumptions as permitted by law in calculating the ASP that we consider reasonable, including assumptions regarding the BFSF paid to service providers. Given the lack of guidance or clarification from HHS and CMS regarding certain aspects of these calculations, it is possible that our calculations of average ASP may be challenged by regulators or in qui tam actions. If we are found to have made a misrepresentation in the reporting of ASP, we may be subject to civil monetary penalties of up to $16,630 for each misrepresentation for each day in which the misrepresentation was applied. Manufacturers found to have submitted false ASP data are subject to civil monetary penalties of up to $230,464 per item of false information. False Claims Act liability and criminal liability can also attach.

We may be subject to fines, penalties, injunctions and other sanctions if we are deemed to be promoting our products for uses that require, but lack, regulatory approval.

The FDA and the FTC regulate the advertising and promotion of HCT/Ps to ensure that the claims made are consistent with those permitted by the PHSA or other applicable laws, that there are adequate and reasonable data to substantiate the claims and that the promotional labeling and advertising is neither false nor misleading in any respect. If the FDA or FTC determines that any of our advertising or promotional claims are false, misleading, not substantiated or not permissible, we may be subject to enforcement actions, including warning letters, and we may be required to revise our promotional claims and make other corrections or restitutions.

As a general rule, FDA regulations require that the marketing of Section 361 HCT/Ps, which do not require FDA licensure, approval, or clearance, only be for homologous uses, and that the promotion of any licensed biological products, approved drugs, or approved or cleared devices only be for FDA-licensed, -approved, or -cleared indications. Generally, unless they are later licensed, approved, or cleared by FDA for other uses, the FDA contends that we may not make claims about the safety or effectiveness of our Section 361 products, or promote them as safe or effective, for uses other than homologous uses. Such limitations present a risk that the FDA or other federal or state law enforcement authorities could determine that the nature and scope of our sales, marketing and support activities, though designed to comply with all FDA requirements, constitute the promotion of our products for a non-homologous or unapproved use in violation of the federal PHSA or FDCA. We also face the risk that the FDA or other governmental authorities might pursue enforcement based on past activities that we have discontinued or changed, including prior sales activities, marketing materials, arrangements with institutions and doctors, educational and training programs and other activities.

Investigations concerning the promotion of unapproved product uses and related issues are typically expensive, disruptive and burdensome and generate negative publicity. If our promotional activities are found to be in violation of the law, we may face significant legal action, fines, penalties, and even criminal liability and may be required to substantially change our sales, promotion, grant and educational activities. There is also a possibility that we could be enjoined from selling some or all of our products for any unapproved use. In addition, as a result of an enforcement action against us or any of our executive officers, we could be excluded from participation in government healthcare programs such as Medicare and Medicaid.

While we believe we are fully in compliance with the FDA's Guidance on Section 361 HCT/Ps, there can be no assurance that we have correctly interpreted the FDA Guidance, or that we will not need to discontinue marketing a product and/or may be subject to fines, penalties, injunctions, and other sanctions if we are deemed to be promoting the use of our products for unapproved uses. Such regulatory penalties by the FDA could adversely affect our business and results of operations.

We and our sales representatives, whether employees or independent contractors, must comply with various federal and state anti-kickback, self-referral, false claims and similar laws, any breach of which could cause an adverse effect on our business, results of operations and financial condition.

Our relationships with physicians, hospitals and other healthcare providers are subject to various federal and state healthcare fraud and abuse laws. Healthcare fraud and abuse laws are complex, and, in some instances, even minor or inadvertent violations can give rise to liability. Possible sanctions for violation of the healthcare fraud and abuse laws include, without limitation, monetary fines, civil and criminal penalties, exclusion from participating in the federal and state healthcare programs, including, without limitation, Medicare, Medicaid, the VA health programs and TRICARE (the healthcare program administered by or on behalf of the U.S. Department of Defense for uniformed service members, including both those in active duty and retirees, as well as their dependents), and forfeiture of amounts collected in violation of such prohibitions. Many states have similar fraud and abuse laws that may apply to all payers, not just federal healthcare programs, imposing fines and penalties for violations A finding of a violation of one or more of these laws, or even a government

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investigation or inquiry into the same, would likely result in a material adverse effect on the market price of our Common Stock, as well as on our business, results of operations, and financial condition.

The federal AKS is a criminal law that prohibits, among other things, any person from knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or in kind, to induce or reward referrals, purchases or orders or arranging for or recommending the purchase, order or referral of any item or service for which payment may be made in whole or in part by a federal healthcare program, such as the Medicare and Medicaid programs. The term “remuneration” has been broadly interpreted to include anything of value, whether in cash or in kind. Under the federal AKS as amended, a person or entity need not have actual knowledge of this statute or specific intent to violate it. Further, any claims for items or services resulting from a violation of the federal AKS may be considered false or fraudulent for purposes of the federal FCA. A conviction for violation of the AKS results in criminal fines and penalties, possible incarceration for individuals, and requires mandatory exclusion from participation in federal health care programs. Although there are a number of statutory exceptions and regulatory safe harbors to the federal AKS that protect certain common industry practices from prosecution, the exceptions and safe harbors are drawn narrowly, and arrangements may be subject to scrutiny or penalty if they do not fully satisfy all elements of an available exception or safe harbor. We have entered into consulting agreements, speaker agreements, research agreements and product development agreements with physicians and other healthcare providers, including some who may order or recommend our products or make decisions to use them. In addition, some of these providers own our stock, which they purchased in arm’s-length transactions on terms identical to those offered to non-physicians, or received stock awards from us in the past as consideration for services performed by them. Further, on occasion, we may provide free product or discounted product to our customers. In addition, in the course of our business with our customers or consultants, we may cover the costs of certain meals or travel expenses related to the conduct of business with us. We also compensate independent contractor sales agents for negotiating sales of our products to customers. While we believe these transactions generally meet the requirements of applicable laws, including the federal AKS and analogous state laws, it is possible that our arrangements with physicians and other healthcare providers may be questioned by regulatory or enforcement authorities under such laws, which could lead us to redesign the arrangements and subject us to significant civil or criminal penalties. In addition, we have conducted training sessions on these principles. If, however, regulatory or enforcement authorities were to view these arrangements as non-compliant with applicable laws, there would be risk of government investigations/inquiries or penalties. There is also risk that one or more of our employees or agents will disregard the rules we have established. Because our strategy relies on the involvement of physicians and other healthcare providers, who consult with us on the design of our products, perform clinical research on our behalf or educate other health care professionals about the efficacy and uses of our products, we could be materially impacted if regulatory or enforcement agencies or courts interpret our financial relationships with physicians and other healthcare providers, who refer or order our products to be in violation of applicable laws. This could harm our reputation and the reputations of the healthcare providers we engage to provide services on our behalf. In addition, the cost of noncompliance with these laws could be substantial since we could be subject to monetary fines and civil or criminal penalties, and we could also be excluded from federally-funded healthcare programs, including Medicare, Medicaid, VA and TRICARE.

The FCA imposes civil liability on any person or entity that knowingly submits, or causes the submission of, a false or fraudulent claim to the U.S. government. Damages under the FCA can be significant and consist of the imposition of fines and penalties. The FCA also allows a private individual or entity to sue on behalf of the government to recover civil penalties and treble damages as a whistleblower. FCA liability is potentially significant in the healthcare industry because the statute provides for treble damages and mandatory penalties of between $13,946 and $27,894 per false claim or statement for penalties assessed after February 12, 2024. Violations of the FCA can also potentially subject the Company to exclusion from federal healthcare programs.

Manufacturers can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims. Claims deemed tainted by a violation of the federal AKS are false for purposes of the FCA. The DOJ on behalf of the federal government has previously alleged that the marketing and promotional practices of pharmaceutical and medical device manufacturers, including the off-label promotion of products or the payment of prohibited kickbacks to doctors and other healthcare providers, may violate the FCA, resulting in the submission of improper claims to federal and state healthcare programs such as Medicare and Medicaid. In certain cases, manufacturers have entered into criminal and civil settlements with the federal government under which they entered into plea agreements, paid substantial monetary amounts and entered into onerous corporate integrity agreements with the government that require, among other things, substantial reporting and remedial actions, as well as oversight and review by an outside entity, an Independent Review Organization (“IRO”), at substantial expense to us.

The HIPAA criminal federal healthcare fraud statute makes it criminal to knowingly and willfully execute, or attempt to execute, a scheme or artifice to defraud any health care benefit program or to obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any health care benefit program, in connection with the delivery of or payment for health care benefits, items or services.

There are federal and state laws requiring detailed reporting of manufacturer interactions with and payments to healthcare providers, such as the federal Physician Payments Sunshine Act (“Sunshine Act”). The Sunshine Act requires, among others, “applicable manufacturers” of drugs, devices, biological products, and medical supplies reimbursed under Medicare, Medicaid or the Children’s Health Insurance Program to annually report to CMS information related to payments and other transfers of value provided to “covered recipients.” The term covered recipients includes teaching hospitals and U.S.-licensed physicians, physician assistants, nurse practitioners, clinical nurse

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specialists, certified nurse anesthetists, and certified nurse-midwives. There is the risk that CMS or another government agency may take the position that our products are not human cell and tissue products regulated solely under Section 361, and thereby assert that we are currently subject to the Sunshine Act, which could subject us to civil penalties and the administrative burden of having to comply with the law.

There are state law equivalents to the AKS and FCA. There are also so-called state “all-payer” anti-kickback laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers, as well as when no insurer is involved (i.e.cash-pay patients).

The enforcement of all of these laws is uncertain and subject to rapid change. Federal or state regulatory or enforcement authorities may investigate or challenge our current or future activities under these laws. Any investigation or challenge could have a material adverse effect on our business, financial condition and results of operations. Any state or federal regulatory or enforcement review of us, regardless of the outcome, would be costly and time consuming. Additionally, we cannot predict the impact of any changes in these laws, whether these changes are retroactive or will have effect on a going-forward basis only.

The MACs proposed LCDs for skin substitutes that could reduce or eliminate Medicare coverage for our products, which would have a material adverse effect on utilization of our products, our business and our revenue.

On April 25, 2024, all of the MACs proposed LCDs for skin substitutes that, if finalized, would eliminate Medicare coverage for our products until acceptable peer-reviewed evidence is developed to support coverage. The proposed LCDs would also limit the number of applications of skin substitute products per wound episode. We do not know the timing or outcome of the proposed LCDs and whether they will be finalized by the MACs. If the LCDs are finalized, and we are unable to convince the MACs that we have adequate evidence to support Medicare coverage for our products, or that the MACs should allow an appropriate number of applications of skin substitute products, the LCDs could materially and adversely impact utilization of our products, our business and our revenue.

Our results of operations may be adversely affected by current and potential future healthcare reforms.

In response to perceived increases in healthcare costs in recent years, there have been and continue to be proposals by the U.S. federal government, state governments, regulators and third-party payers to control these costs and, more generally, to reform the U.S. healthcare system. In the U.S., the PPACA was enacted in 2010 with a goal of reducing the cost of healthcare and substantially changing the way healthcare is financed by both government and private insurers.

In addition, other legislative changes have been proposed and adopted in the U.S. since the PPACA was enacted. The Budget Control Act of 2011 created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This included aggregate reductions of Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013. In January 2013, the American Taxpayer Relief Act was signed into law, which, among other things, further reduced Medicare payments to several provider types, including hospitals.

In addition to the ACA, the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”) repealed the Sustainable Growth Rate formula used to calculate Medicare payment updates for physicians providing services to Medicare beneficiaries. In its place, MACRA introduced the Quality Payment Program (“QPP”), which is a value-based program that focuses on quality and outcomes as a metric for physician reimbursement. In addition, the PPACA encourages hospitals and physicians to work collaboratively through shared savings programs as well as other bundled payment initiatives. These shifts could lead to a consolidation of hospital providers into larger delivery networks with increased price negotiation strength resulting in downward pressure on our selling prices. Although we believe that we are well positioned to minimize any such impact on our business, our inability to address the consolidation trend could materially and adversely affect our business and results of operations.

There is uncertainty with respect to the impact future legislation or regulation may have, if any, and any changes will likely take time to unfold and could have an impact on coverage and reimbursement for healthcare items and services, including our products. We believe that there is substantial uncertainty over how benefit plans purchased on exchanges will cover our products, how the expansion or contraction of the Medicaid program will affect access to our products, the effect of risk-sharing payment models such as Accountable Care Organizations and other value-based purchasing programs on coverage for our product, and the effect of the general increase or decrease in federal oversight of healthcare payers. The taxes imposed and the expansion in government’s role in the U.S. healthcare industry may result in decreased revenues, lower reimbursements by payers for our products and reduced medical procedure volumes, all of which could have a material adverse effect on our business, results of operations and financial condition.

Federal and state laws that protect the privacy and security of personal information may increase our costs and limit our ability to collect, disclose, and use that information and subject us to liability if we are unable to fully comply with such laws.

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Numerous federal and state laws, rules and regulations govern the collection, dissemination, use, security and confidentiality of personal information, including protected health information and individually identifiable health information. These laws include:

•provisions of HIPAA that limit how covered entities and business associates may use and disclose protected health information, provide certain rights to individuals with respect to that information and impose certain security requirements;

•HITECH, which strengthened and expanded the HIPAA Privacy Rule and Security Rules, imposed data breach notification obligations, created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in U.S. federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions;

•other federal and state laws restricting the use and protecting the privacy and security of personal information, including health information, many of which are not preempted by HIPAA;

•federal and state consumer protection laws; and

•federal and state laws regulating the conduct of research with human subjects.

Penalties for violations of these laws vary. For instance, penalties for failure to comply with a requirement of HIPAA and the HITECH Act vary significantly, and include civil monetary penalties of up to $2,067,813 per violation, not to exceed $2,067,813 per calendar year for each provision of HIPAA that is violated and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment. However, a single breach incident can result in findings of violations of multiple provisions, leading to possible penalties in excess of $2,067,813 for violations in a single year. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty of up to $50,000 and up to one-year imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm. In addition, responding to government investigations regarding alleged violations of these and other laws and regulations, even if ultimately concluded with no findings of violations or no penalties imposed, can consume company resources and impact our business and, if public, harm our reputation.

Further, various states, such as California, Massachusetts, and Washington, have implemented similar privacy laws and regulations that impose restrictive requirements regulating the use and disclosure of health information and other personally identifiable information. These laws and regulations are not necessarily preempted by HIPAA, particularly if a state affords greater protection to individuals than HIPAA. Where state laws are more protective, we may have to comply with the stricter provisions. In addition to fines and penalties imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information has been misused. The interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our customers and potentially exposing us to additional expense, adverse publicity and liability. Further, as regulatory focus on privacy issues continues to increase and laws and regulations concerning the protection of personal information expand and become more complex, these potential risks to our business could intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as PHI, or personally identifiable information along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our products, decrease demand for our services, reduce our revenue and/or subject us to additional liabilities.

As part of our business operations, including our medical record keeping, third-party billing and reimbursement and research and development activities, we collect and maintain protected health information in paper and electronic format. Standards related to collecting and maintaining health information, whether implemented pursuant to HIPAA, HITECH, state laws, federal or state action or otherwise, could have a significant effect on the manner in which we handle personal information, including healthcare-related data, and communicate with payers, providers, patients, donors and others, and compliance with these standards could impose significant costs on us or limit our ability to offer services, thereby negatively impacting the business opportunities available to us.

If we are alleged to have not complied with existing or new laws, rules and regulations related to personal information, we could be subject to litigation and to sanctions that include monetary fines, civil or administrative penalties, civil damage awards or criminal penalties.

Risks Related to Our Intellectual Property

Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which could have an adverse effect on our business, results of operations and financial condition.

Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology. These legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. In addition, our pending patent

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applications include claims to material aspects of our products that may not be protected by issued patents. The patent application process can be time consuming and expensive. Our pending patent applications might not result in issued patents, and issued patents may later be determined to be invalid or unenforceable as a result of district court litigation or related administrative proceedings. Competitors may be able to design around our patents or develop products that provide outcomes that are comparable or even superior to ours. Although we have taken steps to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements.

The failure to obtain and maintain patents or protect our intellectual property rights could have an adverse effect on our business, results of operations, and financial condition. Whether a patent claim is valid is a complex matter of science, facts and law, and therefore we cannot be certain that, if challenged in a court of law, or through an administrative proceeding, our patent claims would be upheld. If any of those patent claims are invalidated or determined to be unenforceable, our competitive advantage may be reduced or eliminated.

In the event a competitor infringes upon our licensed patents, issued patents, pending patent applications or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce or defend our intellectual property rights could be expensive and time consuming and could divert our management’s attention. Further, bringing litigation to enforce our patents subjects us to the potential for counterclaims. Other companies or entities may commence, actions seeking to establish the invalidity of our patents and certain related claims. In the event that any of our patent claims are challenged, a court, the United States Patent and Trademark Office (“USPTO”), or the Patent Trial and Appeal Board (“PTAB”) of the USPTO may invalidate one or more challenged patent claims or determine that the patent is unenforceable, which could harm our competitive position. If the USPTO or the PTAB ultimately cancels or narrows the claim scope of any of our patents through these proceedings, it could prevent or hinder us from being able to enforce them against competitors. Such adverse decisions could negatively impact our business, results of operations, and financial condition.

We may become subject to claims of infringement of theintellectual property rights of others, which could prohibit us from developingour products, require us to obtain licenses from third parties or to developnon-infringing alternatives, and subject us to substantial monetary damages.

Third parties could assert that our products infringe one or more claims of their issued patents or other intellectual property rights. Whether a product infringes a patent claim or other intellectual property right involves a complex combination of legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not infringed the intellectual property rights of others. Because patent applications are not immediately published, and may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patent claims that our products or processes may infringe. There also may be existing patents or pending patent applications of which we are unaware that our products or processes may inadvertently infringe.

Any infringement claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation. If the relevant patent claims at issue in such a dispute were upheld as valid and enforceable and we were found to infringe, we could be prohibited from selling any product that is found to infringe those claims through an injunction unless we could obtain licenses to use the technology covered by the asserted patent claims or other intellectual property, or are able to design around the patent claim or claims at issue or other intellectual property. We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial measures. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our trade secrets or other confidential information could be compromised by inadvertent or court-ordered disclosure during this type of litigation.

We may be subject to damages resulting from claims that we, our employees, orour independent contractors have wrongfully used or disclosed alleged tradesecrets, proprietary or confidential information of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.

We may hire additional employees who are currently employed at other tissue companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. Although no claims are currently pending, we may be subject to claims that we, our employees, or our independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these former employers or competitors. In addition, we have been and may in the future be subject to claims that we caused an employee to breach the terms of his or her non-competition or non-solicitation agreement. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail to defend such

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claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Any future litigation or the threat thereof may adversely affect our ability to hire additional direct sales representatives. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business, financial condition and operating results.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

Success in the biopharmaceutical industry is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involve both technological and legal complexity, and therefore obtaining and enforcing biopharmaceutical patents is costly, time-consuming and inherently uncertain.

Recent patent reform legislation could increase the uncertainties and costs of prosecuting patent applications and enforcing and defending patents. Enacted in 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, made significant changes to U.S. patent law, including provisions that affect the prosecution of patent applications and also affect patent litigation. The U.S. Patent and Trademark Office developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, including the first to file provisions, only became effective in March 2013. The full impact of the Leahy-Smith Act on our business is not yet clear, but it could result in increased costs and more limited patent protection, either of which could adversely affect our business, results of operations and financial condition.

Moreover, recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty regarding our ability to obtain patents in the future, this combination of events has created uncertainty regarding the value of any patents we do obtain. Depending on decisions by the U.S. Congress, the federal courts, and the U.S. Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce any current or future patents that we may own or license.

Risks Related to our Common Stock

Even if our common stock is listed on Nasdaq, there can be no assurance that we will be able to comply with Nasdaq’s continued listing standards.

We have applied to list our common stock on The Nasdaq Capital Market under the symbol “BSEM”. We cannot guarantee that we will be successful in listing our common stock on Nasdaq, and our common stock may continue to trade on the Pink tier of the OTC Marketplace under the symbol “BSEM.”

Assuming that our common stock is listed, there can be no assurance any broker will be interested in trading our common stock. Therefore, it may be difficult to sell your common stock if you desire or need to sell them. We cannot provide any assurance that an active and liquid trading market in our common stock will develop or, if developed, that such market will continue. Once our common stock is approved for listing on Nasdaq, there is no guarantee that we will be able to maintain such listing for any period of time by perpetually satisfying Nasdaq’s continued listing requirements. Our failure to continue to meet these requirements may result in our common stock being delisted from Nasdaq.

We will incur significant costs as a result of operating as a public company and our management expects to devote substantial time to public company compliance programs.

As a public company, we will incur significant legal, accounting and other expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act, as well as rules implemented by the SEC and Nasdaq. Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business. Our management and other personnel will devote a substantial amount of time to these compliance programs and monitoring of public company reporting obligations and as a result of the new corporate governance and executive compensation related rules, regulations and guidelines prompted by the Dodd-Frank Act and further regulations and disclosure obligations expected in the future, we will likely need to devote additional time and costs to comply with such compliance programs and rules. These rules and regulations will cause us to incur significant legal and financial compliance costs and will make some activities more time-consuming and costly.

To comply with the requirements of being a public company, we may need to undertake various actions, including implementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that

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information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the future. As discussed below, our auditors identified material weaknesses in our financial reporting during our audits for the years ended December 31, 2023 and 2022. The Company is currently working on remediating these weaknesses in our financial reporting by expanding our internal accounting resources and engaging outside consultants, as needed, to remediate such weaknesses.

Any failure to develop or maintain effective controls when we become subject to this requirement could negatively impact the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we may be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of our prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

The elimination of monetary liability against our directors, officers and employees under our Amended and Restated Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our Amended and Restated Articles of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to us and our shareholders. Our Amended and Restated Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our shareholders from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit us and our shareholders.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud which could subject us to regulatory sanctions, harm our business and operating results and cause the trading price of our stock to decline.

Effective internal controls required under Section 404 of the Sarbanes-Oxley Act are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our business, reputation and operating results could be harmed. We have discovered, and may in the future discover, areas of our internal controls that need improvement. We cannot be certain that the measures we have taken or intend to take will ensure that we maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls or difficulties encountered in their implementation could subject us to regulatory sanctions, harm our business and operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also harm our reputation and cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our stock.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

As a company with less than $1.235 billion in revenues during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act enacted in 2012 (the “JOBS Act”). Emerging growth companies may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Investors could find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 102 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We are a “smaller reporting company”, and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.

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We are a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced financial statement and other financial information disclosure, and reduced disclosure obligations regarding executive compensation in our annual and periodic reports and proxy statements. We will remain a smaller reporting company as long as either (i) the market value of our common stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million. Our public float is measured as of the last business day of our most recently completed second fiscal quarter, and annual revenues are as of the most recently completed fiscal year for which audited financial statements are available. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile than that of an otherwise comparable company that does not avail itself of the same or similar exemptions.

Raising additional capital may cause dilution to our existing shareholders and restrict our operations.

We may seek additional capital through a combination of public and private equity offerings and debt financings. We, and indirectly, our shareholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future offerings. To the extent that we raise additional capital through the sale of equity or debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell, or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.

Our common stock price may be volatile and could fluctuate, which could result in substantial losses for investors.

Our common stock is currently quoted on the OTC Pink under the symbol, “BSEM.” The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

▪ government regulation of us and operations;

▪ the establishment of partnerships;

▪ intellectual property disputes;

▪ additions or departures of key personnel;

▪ sales of our common stock;

▪ our ability to integrate operations, technology, products and services;

▪ operating results below expectations;

▪ loss of any strategic relationship;

▪ industry developments;

▪ economic and other external factors; and

▪ period-to-period fluctuations in our financial results.

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You should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and share price.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As of and for the years ended December 31, 2023 and 2022, the material weaknesses are as follows:

•segregation of duties - financial reporting and proper preparation and review of accounting schedules; and

•information technology.

These material weaknesses resulted in adjustments related to inventory, equity-based compensation and accruals for the years ended December 31, 2022 and 2023.

Additionally, these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. We have begun implementation of a plan to remediate the material weaknesses, which will result in significant future costs for the Company.

We are working to remediate the material weaknesses as efficiently and effectively as possible. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures will be time consuming, will result in us incurring significant costs and will place significant demands on its financial and operational resources.

While we are designing and implementing measures to remediate its existing material weaknesses, we cannot predict the success of such measures or the outcome of its assessment of these measures at this time. We can give no assurance that these measures will remediate any of the deficiencies in its internal control over financial reporting, or additional material weaknesses in its internal control over financial reporting will not be identified in the future. Our current controls and any new controls that it develops may become inadequate because of changes in conditions in its business, personnel, IT systems and applications, or other factors. Any failure to design or maintain effective internal control over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact share trading prices, or otherwise harm our operating results or cause it to fail to meet its reporting obligations. The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If we are unable to remediate the material weaknesses, our ability to record, process, summarize and report information within the time periods specified in the rules and forms of the SEC could be adversely affected, which, in turn, may adversely affect our reputation and business and the market price of our common stock. In addition, any such failures could result in litigation or regulatory actions by the Securities and Exchange Commission (the “SEC”) or other regulatory authorities, loss of investor confidence and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.

As a public company, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting. our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company,” as defined in the JOBS Act, or a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, in which case our independent registered public accounting firm could not issue an unqualified opinion related to the effectiveness of our internal control over financial reporting. If we are unable to conclude that we have effective internal control over financial reporting and our independent registered public accounting firm is unable to issue an unqualified opinion related to the effectiveness of our internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our common stock.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of the common stock and trading volume could decline.

The trading market for the common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If few or no securities or industry analysts cover us, the trading price for the common stock would be negatively impacted. If one or more of the analysts who covers us downgrades the common stock, publishes incorrect or unfavorable research about

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our business, ceases coverage of us, or fails to publish reports on us regularly, demand for the common stock could decrease, which could cause the price of the common stock or trading volume to decline.

Fluctuations in revenue or results of operations could cause additional volatility in our stock price.

Any unanticipated shortfall in our revenue in any fiscal quarter could have an adverse effect on our results of operations in that quarter. The effect on our net income of such a shortfall could be exacerbated by the relatively fixed nature of most of our costs, which primarily include personnel costs as well as facilities costs. These fluctuations could cause the trading price of our stock to be negatively affected. Our quarterly operating results have varied substantially in the past and may vary substantially in the future.

Certain provisions of Florida law and anti-takeover provisions in our organizational documents may discourage or prevent a change of control, even if an acquisition would be beneficial to shareholders, which could affect our share price adversely and prevent attempts by shareholders to remove current management.

The Florida Business Corporation Act (the “FBCA”) includes several provisions applicable to us that may discourage potential acquirors. Such provisions include provisions that:

•allow directors to take other stakeholders into account in discharging their duties;

•a requirement that certain transactions with a shareholder of 10% or more ownership must be approved by the affirmative vote of two-thirds of the other shareholders unless approved by a majority of the disinterested directors or certain fair price requirements are met; and

•voting rights acquired by a shareholder at ownership levels at or above one-fifth, one-third and a majority of voting power are denied unless authorized by the Board prior to such acquisition or by a majority of the other shareholders (excluding interested shares (as defined in the FBCA)).

Additionally, our organizational documents contain provisions:

•authorizing our board to approve the issuance of up to 15,000,000 shares of “blank check” preferred stock without shareholder approval upon the terms and conditions and with the rights, privileges and preferences as our board may determine;

•restricting persons who may call shareholder meetings;

•permitting shareholders to remove directors only by super-majority vote; and

•providing the Board with the exclusive right to fill vacancies and to fix the number of directors.

These provisions of Florida law and our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws could negatively affect our share price, prevent attempts by shareholders to remove current management, prohibit or delay mergers or other takeovers or changes of control of us and discourage attempts by other companies to acquire us, even if such a transaction would be beneficial to our shareholders.

If the voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority shareholders from influencing significant corporate decisions and may result in conflicts of interest.

As of the date of this Form 10 Registration Statement, Jason Matuszewski, our Chief Executive Officer and Director, Andrew Van Vurst, our Chief Operating Officer and Director, and Henry Van Vurst, a greater than 5% shareholder and father of Andrew Van Vurst, each hold 100 Series A-1 Convertible Preferred Shares, which as a group grants them effective control of us. The Series A-1 Convertible Preferred Shares entitle their holders to a number of votes equal to the number of shares issuable upon conversion times 2,000,000 granting the holders of Series A-1 Convertible Preferred Shares, as a group, effective control of us. If the holders of the Series A-1 Convertible Preferred Shares were to vote together, they would hold effectively 100% of the voting power of us. The Series A-1 Convertible Preferred Shares are convertible, at the option of the holders, or automatically upon a public offering resulting in gross proceeds to us of not less than $30 million, in whole but not in part, into 300 shares of common stock. As a result, management will have majority voting power over all matters requiring shareholder votes, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; amendments to our Amended and Restated Articles of Incorporation or our Amended and Restated Bylaws; and our winding up and dissolution.

This concentration of voting power may delay, deter or prevent acts that would be favored by our other shareholders. The interests of management may not always coincide with our interests or the interests of our other shareholders. This concentration of voting power may also have the effect of delaying, preventing or deterring a change in control of us. Also, management may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other shareholders or adversely affect us or our other shareholders. As a result, the market price of our common stock could decline or shareholders might not

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receive a premium over then-current market price of our common stock upon a change in control. In addition, this concentration of voting power may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant shareholders.

We will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Through the Series A-1 Convertible Preferred Shares, as a group, Jason Matuszewski, our Chief Executive Officer and Director, Andrew Van Vurst, our Chief Operating Officer and Director, and Henry Van Vurst have effective control of the Company. Accordingly, we will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Because we will be considered a “controlled company” for the purposes of Nasdaq listing rules, we will qualify for, and may rely on, exemptions from certain corporate governance requirements, including that a majority of the company consist of “independent directors,” as defined under Nasdaq listing rules. In addition, we will not be required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with written charters addressing the committees’ purposes and responsibilities and an annual performance evaluation of these committees.

If at any time we cease to be a “controlled company” under Nasdaq listing rules, we intend to take any action that may be necessary to comply with Nasdaq listing rules, subject to a permitted “phase-in” period. These and any other actions necessary to achieve compliance with such rules may increase our legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on our personnel, systems and resources.

Our common stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

Our common stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00) in the future. While our common stock will not be considered “penny stock” assuming we are successful in having them listed on Nasdaq, if we are unable to maintain that listing and our common stock is no longer listed on Nasdaq, unless we maintain a per-share price above $5.00, our common stock will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

•If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment; and

•If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

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For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

If the benefits of any proposed acquisition do not meet the expectations of investors, shareholders or financial analysts, the market price of our common stock may decline.

If the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common stock prior to the closing of the proposed acquisition may decline. The market values of our common stock at the time of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified.

In addition, broad market and industry factors may materially harm the market price of our common stock irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Sales of a substantial number of our common stock in the public markets by our existing shareholders in the future could cause the price of the common stock to fall.

Sales of a substantial number of our common stock in the public market in the future or the perception that these sales might occur, could depress the market price of the common stock and could impair our ability to raise capital through the sale of additional equity securities from time to time. We are unable to predict the effect that any such sales may have on the prevailing market price of the common stock.

We have never declared or paid any cash dividends or distributions on our capital stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, contractual limitations under future credit facilities and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the shares of emerging growth companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, shareholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws provide that the state and federal courts of the State of Florida will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Article XIX our Amended and Restated Articles of Incorporation, and Section 7.4 of our Amended and Restated Bylaws, provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts of the State of Florida will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of ours to us or our shareholders, (iii) an action asserting a claim arising pursuant to any provision of the Florida Business Corporation Act, or (iv) any action asserting a claim governed by the internal affairs

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doctrine. Additionally, pursuant to Article XIX our Amended and Restated Articles of Incorporation and Section 7.4 of our Amended and Restated Bylaws, the prevailing parties of any such actions will be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. However, these forum clauses will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than state and federal courts in the State of Florida. For instance, these exclusive forum provisions will not apply to actions arising under federal securities laws, including suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or the rules and regulations thereunder. These provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act. It is possible that a court of law could rule that choice of forum provision is inapplicable or unenforceable if challenged in a proceeding or otherwise. Therefore, these exclusive forum provisions will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Florida could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Florida. The state or federal court of the State of Florida may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies’ articles of incorporation and bylaws have been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

Item 2. Financial Information

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of financial condition and results of operations is intended to provide information necessary to understand our audited consolidated financial statements for the years ended December 31, 2023 and 2022 and unaudited financial statements for the three and six months ended June 30, 2024 and 2023, and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations.

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Form 10. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10.

Overview

We aim to be the leader in regenerative medicine focused on the development, manufacture, and commercialization of placental-derived allografts for advanced wound care. Our mission is to change patients’ lives for the better with the power of superior processes and an unwavering commitment to innovation, quality and superior outcomes.

Prior to 2018, our business was focused on research and development efforts primarily focused on the development of regenerative medicine products. Since 2018, upon our acquisition of Vera, our primary business became the development, manufacture, and distribution of tissue allografts for the advanced wound care market with a focus on the treatment of diabetic ulcers, pressure ulcers and venous ulcers. We market and distribute products directly to medical professionals, such as podiatrists and plastic surgeons, through direct and indirect sales forces and indirectly through distributors. Today, our products are comprised solely of placenta-derived allografts (which are human tissues that are derived by one person and used to treat multiple other persons) but we intend to expand our portfolio of products across the continuum of advanced wound care.

Leveraging our proprietary BioREtain processing method, we manufacture perinatal tissue allografts at the highest levels of quality. BioREtain has been developed by applying the latest research in tissue processing technology, focused on maintaining natural growth factors and preserving tissue structure.

Our allografts, including VENDAJE, VENDAJE AC, VENDAJE OPTIC and AmnioWrap2 are trusted by top clinicians across a range of specialties. Our wound covering products have been shown through clinical and scientific studies to support tissue healing of chronic and hard-to-heal wounds and improve patient outcomes.

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The quality of our allografts is essential to our success. Our lab is accredited by the AATB accredited and meets the FDA and cGTP requirements. We strive to provide products and services which not only meet but exceed, CGTP requirements. VENDAJE, VENDAJE AC, AmnioWrap2, and VENDAJE OPTIC are perinatal tissue-derived allografts.

Key Factors Affecting Our Business and Operating Results

Market Trends

According to Allied Market Research, the global advanced wound care market size was valued at $10.3 billion in 2022, and is projected to reach $17.8 billion by 2032, growing at a CAGR of 5.6% from 2023 to 2032. The growth of the advanced wound care market is driven by a rise in adoption of evidence-based treatments for chronic wounds, wide availability of advanced therapy devices and rapid increase in the geriatric population. Moreover, the increase in prevalence of chronic diseases such as diabetes and obesity and rise in disposable income in developing economies fuel the adoption of advanced wound care therapies. For instance, according to the National Diabetes Statistics Report for 2022 by Centers for Disease Control and Prevention ("CDC"), in 2022, about 37.3 million people were estimated to suffer from diabetes in the U.S. As the number of people with diabetes continues to grow, so does the risk of developing diabetic foot ulcers, leading to higher demand for effective treatment options.

The prevalence of both acute and chronic wounds has grown not only in the U.S., but also globally. According to Grand View Research, the global wound care dressing market was valued at $14.20 billion in 2023 and is projected to grow at a CAGR of 4.16% from 2024 to 2030. The increasing prevalence of diverse wounds, including pressure ulcers and surgical site wounds, coupled with a growing aging population and a rise in traumatic accidents globally, is anticipated to drive the growth of the market.

We believe that we will benefit from the expected growth of the global advanced wound care market. Through our in-house manufacturing capabilities and knowledge of navigation the complex regulatory environment, we believe we are well positioned to capture the significant potential growth in the advanced wound care market.

On September 8, 2023, we entered into the Distribution Agreement with the Distributor for the distribution of our AW2 product. During the year ended December 31, 2023, revenues earned from the sale of AW2 under the Distribution Agreement were $13,625,947. During the three and six months ended June 30, 2024, revenues earned from the sale of AW2 under the Distribution Agreement were $74,423,600 and $115,558,500, respectively. As of June 30, 2024 and December 31, 2023, accounts receivable due under this arrangement were $78,073,127 and $11,126,598, respectively. We reported net income for the first time on a US GAAP basis for the three and six months ended June 30, 2024. We had net income of $6,286,028 and $9,543,420 for the three and six months ended June 30, 2024, respectively, as compared to a net loss of $2,855,026 and $6,435,114, for the three and six months ended June 30, 2023, respectively.

In August 2023, three MACs published changes to their Local Coverage Determinations (“LCDs”) that were intended to go into effect on October 1, 2023, before ultimately being abandoned. These LCDs included language that would have lowered the number of allowed applications of a product below what is commonly used in standard practice by physicians today (supported by clinical evidence) and reflected by LCDs currently in force with the MACs. Additionally, the LCDs outlined those skin substitute products which would explicitly be eligible for coverage and those which would not. While these LCDs ultimately were not implemented, the MACs have indicated plans to bring forth a new proposed LCD for skin substitutes in the future, which could include elements that could be unfavorable to our business.

On April 25, 2024, all seven MACs released a proposed LCD which includes language that would require published, peer reviewed evidence supporting evidence supporting their use of as adjunctive treatment. Products not meeting this criteria would potentially be removed from the allowable products list. Currently, management cannot determine the timing of when, if any, decision will be made on the proposed LCD.

Components of our Results of Operations

Revenue, Net

Our revenue, net is derived from selling our products to customers, including sales to distributors, private physician offices, wound care centers, hospital inpatient and outpatient settings, nursing homes and federal facilities, whose medical professionals use our products to treat patients with advanced wound care. These customers choose advanced wound care products based upon a variety of factors, including product efficacy, ease of product use, price, availability of coverage and adequate third-party reimbursement. We recognize revenue, net from product sales at a point in time when control of our product has transferred to the customer, which generally occurs upon shipment. Shipping and handling costs are included as a component of revenue and are passed through to customers with an equal offsetting amount included in cost of goods sold. Revenue, net is recognized in an amount that reflects the consideration that we expect to receive in exchange for the product, net of discounts. Based on prior experience, and the nature of the product, variable consideration resulting from product discounts is not material. Returns from customers are not accepted. Accordingly, there is no provision for sales returns recorded for any period presented.

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Costs of Goods Sold

Cost of goods sold represents costs directly related to the production of our products. Products sold are typically shipped directly to the customer with costs associated with shipping and handling included as a component of cost of goods sold. Costs associated with any inventory write-downs resulting from quarterly physical inventory counts are also included within cost of goods sold.

Cost of goods sold includes product testing costs, quality assurance costs, personnel costs, manufacturing costs, raw materials and product costs, depreciation and facility costs associated with our manufacturing and warehouse facilities. Fluctuations in our cost of goods sold correspond with the fluctuations in these costs as well as sales volume.

Gross Profit

Gross profit is calculated as revenue, net less cost of goods sold. Gross margin is calculated as gross profit divided by revenue, net. Our gross margin is affected by product and geographic sales mix, realized pricing of our products, the efficiency of our manufacturing operations and the costs of materials used to make our products. Regulatory actions, including with respect to reimbursement for our products, may require costly expenditures or result in pricing pressure, and may decrease our gross profit and gross margin.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of BFSF paid under the Distribution Agreement, advertising, sales and marketing personnel, strategic and digital marketing, and trade show expenses. Pursuant to the Distribution Agreement, the Distributor invoices us monthly for BFSF.

The BFSF is consideration payable to the Distributor for a distinct service the Distributor is providing to us. In accordance with ASC 606-10-32-26, such distinct services provided by a customer are accounted for in the same way that other purchases from suppliers would be accounted for. If the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. We have determined that the fair value of the BFSF does not exceed the consideration paid to the Distributor for these services. Therefore, we record, as revenue, the sales price per cm2 for all AW2 products sold to the Distributor upon shipment and recognize the BFSF as an operating expense within sales and marketing expenses.

General, Administrative & Other Expenses

General, administrative and other expenses consist mainly of payroll expenses, share-based compensation, legal and professional fees and general office expenses.

Research and Development Expenses

Research and development expenses include payroll expenses for our research and development personnel, expenses related to improvements in our manufacturing processes, enhancements to our currently available products, and additional investments in our product and platform development pipeline. Our research and development expenses also include expenses for clinical trials. We expense research and development expenses as incurred. We generally expect that research and development expenses will increase as we continue to conduct clinical trials on new and existing products, move products through the regulatory pathway, bring new products to market, and enhance our manufacturing process and procedures.

Results of Operations for the Three and Six Months Ended June 30, 2024 and 2023

Comparison of the three months ended June 30, 2024 and 2023

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	Three Months Ended June 30,
	2024		2023
Revenue, net	$	74,491,996	$	1,068,400
Cost of goods sold		3,747,896		206,104
Gross profit		70,744,100		862,296
Sales and marketing expenses		58,997,880		590,975
General and administrative expenses		2,787,822		2,863,787
Research and development expenses		85,154		60,904
Depreciation and amortization expense		54,113		60,018
Total operating expenses		61,924,969		3,575,684
Other expense, net		219,166		141,638
Income tax expense		2,313,937		-
Net income (loss)	$	6,286,028	$	(2,855,026	)

Revenues, net

We earned revenues, net of $74,491,996 for the three months ended June 30, 2024, as compared with $1,068,400 for the three months ended June 30, 2023, an increase of $73,423,596. The increase in revenue, net was primarily due to revenue earned from the Distribution Agreement with the Distributor, which was driven by the continued successful commercial acceptance into the post-acute setting of AmnioWrap2.

Cost of Goods Sold

For the three months ended June 30, 2024 and 2023, costs of goods sold were $3,747,896 and $206,104, respectively, an increase of $3,541,792. The increase was primarily attributable to an increase in licensing fees from accelerated production sales of AmnioWrap2 in 2024.

Gross Profit and Gross Profit Margin

For the three months ended June 30, 2024 and 2023, our gross profit was $70,744,100 and $862,296, respectively, an increase of $69,881,804. This increase is attributed to revenue earned from the sales of AmnioWrap2.

For the three months ended June 30, 2024 and 2023, our gross profit margin was 95% and 81%, respectively. The increase in gross profit margin is due to the sale of our lower cost AmnioWrap2 product in 2024 and from manufacturing efficiencies obtained during 2024.

Sales and Marketing Expenses

For the three months ended June 30, 2024, sales and marketing expenses were $58,997,880 and $590,975, respectively, an increase of $58,406,905. The increase year over year is almost all attributable to BFSF expenses of $57,952,327 due to Venture Medical, the distributor of our AmniWrap2 product. The remaining incremental increase in expense of $454,578 is attributable to increases in sales commissions, general marketing expenses and credit loss expenses.

General and Administrative Expenses

For the three months ended June 30, 2024 and 2023, general and administrative expenses were $2,787,822 and $2,863,787, respectively, a decrease of $75,965, and consisted mainly of payroll related expenses and share-based compensation. The decrease period over period results from the three months ended June 30, 2023 including $720,500 for a legal settlement offset by an increase in payroll and related expenses as we began increasing headcount in the end of 2023 and first quarter of 2024 due to overall Company growth.

Research & Development

Our research and development expenses for the three months ended June 30, 2024 were $85,154 as compared to $60,904, respectively, an increase of $24,250 for the three months ended June 30, 2023. The increase in research and development expenses period over period are due to additional expenses incurred in the second quarter of 2024 related the extension of expiration dates on certain products.

Total Operating Expenses

For the three months ended June 30, 2024 and 2023, we incurred total operating expenses of $61,924,969 and $3,575,684, respectively, an increase of $58,349,285 year over year. The increase is primarily attributed to increased BFSF related to the Distribution

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Agreement with Venture Medical, our Distributor of AmnioWrap2, which was $57,952,327 of the $58,349,285 incremental expense period over period.

Other Expense, net

For the three months ended June 30, 2024 and 2023, we realized other expense, net of $219,166 and $141,638, respectively. This represents an increase of $77,528. This increase is attributed to the amortization of a debt discount associated with a promissory note executed in June 1, 2023 with a warrant with a relative fair value of $305,310 which is being amortized over a two year period.

Net Income (Loss)

Our net income was $6,286,028 for the three months ended June 30, 2024, as compared to a net loss of $2,855,026 for the three months ended June 30, 2023. The improvement was primarily due to revenue earned from the Distribution Agreement with the Distributor, which was driven by the continued successful commercial acceptance into the post-acute setting of AmnioWrap2.

Comparison of the six months ended June 30, 2024 and 2023

	Six Months Ended June 30,
	2024		2023
Revenue, net	$	116,396,209	$	1,644,503
Cost of goods sold		5,972,600		307,253
Gross profit		110,423,609		1,337,250
Sales and marketing expenses		89,549,433		1,095,373
General and administrative expenses		7,183,774		6,169,423
Research and development expenses		155,901		130,632
Depreciation and amortization expense		107,778		118,363
Total operating expenses		96,996,886		7,513,791
Other expense, net		384,679		258,573
Income tax expense		3,498,624		-
Net income (loss)	$	9,543,420	$	(6,435,114	)

Revenues, net

We earned revenues, net of $116,396,209 for the six months ended June 30, 2024, as compared with $1,644,503 for the six months ended June 30, 2023, an increase of $114,751,706. The increase in revenue, net was primarily due to revenue earned from the Distribution Agreement with the Distributor, which was driven by the continued successful commercial acceptance into the post-acute setting of AmnioWrap2.

Cost of Goods Sold

For the six months ended June 30, 2024 and 2023, costs of goods sold were $5,972,600 and $307,253 respectively, an increase of $5,665,347. The increase was primarily attributable to an increase in licensing fees from our accelerated AmnioWrap2 product sales in 2024.

Gross Profit and Gross Profit Margin

For the six months ended June 30, 2024 and 2023, our gross profit was $110,423,609 and $1,337,250, respectively, an increase of $109,086,359. This increase can be attributed mainly to accelerated sales of AmnioWrap2.

For the six months ended June 30, 2024 and 2023, our gross profit margin was 95% and 81%, respectively. The increase in gross profit margin is due to the sale of our lower cost AmnioWrap2 product during 2024 and from manufacturing efficiencies obtained during 2024.

Sales and Marketing Expenses

For the six months ended June 30, 2024, total sales and marketing expenses were $89,549,433, compared to $1,095,373 for the six months ended June 30, 2023, an increase of $88,454,060. The increase is attributable almost entirely to $87,792,126 in BFSF expense due to Venture Medical the distributor of our AmnioWrap2 product. The remaining increase in sales and marketing expenses year over year is

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attributable to our increased attendance and sponsorship of trade shows and new marketing materials to support the sales of AmnioWrap2. We expect the BFSF will continue to be largest component of sales and marketing expenses in the near term.

General and Administrative Expenses

For the six months ended June 30, 2024 and 2023, general and administrative expenses were $7,183,774 and $6,169,423, respectively, an increase of $1,014,351. The increase in general and administrative expenses year over year is due to increases in headcount and related stock-based compensation.

Research & Development

Our research and development expenses for the six months ended June 30, 2024 were $155,901, as compared to $130,632 for the six months ended June 30, 2023, an increase of $25,269. The increase in research and development expenses period over period are due to additional expenses incurred for the six months ended June 30, 2024 related to the extension of patent expiration dates on certain products.

Total Operating Expenses

For the six months ended June 30, 2024 and 2023, we incurred total operating expenses of $96,996,886 and $7,513,791, respectively. This represents an increase of $89,483,095. The increase is primarily attributed to increased BFSF related to our Distribution Agreement with Venture Medical, the Distributor of our AmnioWrap2 product and increased stock-based compensation, which was $88,391,449 of the $89,483,095 incremental expense period over period.

Other Expense, net

For the six months ended June 30, 2024 and 2023, we realized other expense, net of $384,679 and $258,573, respectively. This represents an increase of $126,106. This increase is primarily attributed to the amortization of a debt discount associated with a promissory note executed in June 1, 2023 with a warrant with a relative fair value of $305,310 which is being amortized over a two year period.

Net Income (Loss)

Our net income was $9,543,420 for the six months ended June 30, 2024, as compared to a net loss of $6,435,114 for the six months ended June 30, 2023. The improvement was primarily due to revenue earned from the Distribution Agreement with the Distributor, which was driven by the continued successful commercial acceptance into the post-acute setting of AmnioWrap2.

Results of Operations for the Years Ended December 31, 2023 and 2022

Comparison of the years ended December 31, 2023 and 2022

	Years Ended December 31,
	2023			2022
Revenue, net	$	16,685,405		$	6,875,202
Cost of goods sold		1,260,558			881,754
Gross profit		15,424,847			5,993,448
Sales and marketing expenses		11,986,385			954,059
General and administrative expenses		10,646,421			9,252,744
Research and development expenses		341,996			224,775
Depreciation and amortization expense		229,014			243,418
Total operating expenses		23,203,816			10,674,996
Other expense, net		(704,015	)		(2,550,248	)
Net loss	$	(8,482,984	)	$	(7,231,796	)

Revenue, net

We earned revenue, net of $16,685,405 for the year ended December 31, 2023, as compared to $6,875,202 for the year ended December 31, 2022, an increase of $9,810,203. The increase in revenue, net was primarily due to the launch of our AmnioWrap2product in September 2023 through the Distributor.

Cost of Goods Sold

For the years ended December 31, 2023 and 2022, costs of goods sold were $1,260,558 and $881,754, respectively, an increase of $378,804. The increase was primarily attributable to an increase in licensing fees from our accelerated AmnioWrap2 product sales.

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Gross Profit

For the years ended December 31, 2023 and 2022, our gross profit was $15,424,847 and $5,993,448, respectively. This represents an increase of $9,431,399. This increase can be attributed mainly to an increase in sales volume from our AmnioWrap2 product combined with a decrease in sales from our higher cost, flowable products.

Sales and Marketing Expenses

For the years ended December 31, 2023 and 2022, our sales and marketing expenses were $11,986,385 and $954,059 respectively. We incurred $9,536,800 in BFSF during the year ended December 31, 2023 from the Distribution Agreement, which was the primary driver of increase in sales and marketing expenses year over year. We incurred $198,168 and $93,288 in advertising expenses for the years ended December 31, 2023 and 2022, respectively.

General and Administrative Expenses

For the years ended December 31, 2023 and 2022, general and administrative expenses were $10,646,421 and $9,252,744, respectively, and consisted mainly of payroll related expenses including stock-based compensation expenses, which were $6,670,116 and $5,377,036 for the years ending December 31, 2023 and 2022, respectively. The remaining increase was primarily attributable to increases in accounting and legal fees as we continued to prepare to become a fully reporting public company and a legal settlement of $720,500 in 2023.

Research & Development Expenses

For the years ended December 31, 2023 and 2022, research and development expenses were $341,996 and $224,775, respectively. The increase in research and development expenses year over year are due to increases in studies to extend the shelf life of our products as well as additional expenditures in evaluating our BioREtain process.

Total Operating Expenses

For the years ended December 31, 2023 and 2022, we incurred total operating expenses of $23,203,816 and $10,674,996, respectively. This represents an increase of $12,528,820. The increase is primarily attributed to increased BFSF related to the Distribution Agreement, which accounted for $9,536,800 of the $12,528,820 incremental expense year over year. The remaining increase is attributed to an increase in headcount and stock-based compensation as well as increased accounting and legal fees as we continue to prepare become a fully reporting public company. We also incurred $720,500 in 2023 associated with a legal settlement. We expect to incur additional headcount cost and BFSF costs as we continue to grow the business.

Other Expense, net

For the years ended December 31, 2023 and 2022, we realized other expense, net of $704,015 and $2,550,248, respectively. This represents a decrease of $1,846,233. This decrease is primarily attributed to a one time debt restructuring charge of $2,083,197 in 2022, partially offset by an increase in interest expense due to new promissory notes executed in 2023.

Net loss

As a result of the above factors, our net loss was $8,482,984 for the year ended December 31, 2023, as compared to a net loss of $7,231,796 for the year ended December 31, 2022.

Liquidity and Capital Resources

Since our inception, we have funded our operations and capital expenditures through cash flows from product sales, third-party debt and proceeds from the sale of our capital stock. We have incurred net losses of $8,482,984, and $7,231,796 for the years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit and working capital deficit of $45,624,117 and $3,021,835 as of December 31, 2023, respectively. We had net income of $6,286,028 and $9,543,420 for the three and six months ended June 30, 2024, respectively, as compared to a net loss of $2,855,026 and $6,435,114 for the three and six months ended June 30, 2023, respectively. We have an accumulated deficit of $36,080,697 and working capital surplus of $12,512,673 as of June 30, 2024.

Our primary uses of cash are working capital requirements, capital expenditure and debt service payments. Additionally, from time to time, we may use capital for acquisitions and other investing and financing activities. Working capital is used principally for our personnel as well as manufacturing costs related to the production of our products. Our working capital requirements vary from period to period

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depending on manufacturing volumes, the timing of shipments and the payment cycles of our customers and payers. Our capital expenditures consist primarily of building improvements, manufacturing equipment, and computer hardware and software.

For the next twelve months, we expect to continue to fund our business through revenues generated from the sales of our products. Based on our current level of operations and available cash, we believe our cash flow from operations will provide sufficient liquidity to fund our current obligations, debt service requirements and capital spending over the next twelve months. As a result of our intention to list our common stock on Nasdaq, we will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute on our business strategy, we anticipate that they will be obtained through additional equity or debt financings, other strategic financing transactions or a combination of these potential sources of funds. There can be no assurance that we will be able to obtain additional funds on terms acceptable to us, on a timely basis or at all.

As of December 31, 2023 we had total current assets of $12,599,053 and total current liabilities of $15,620,888. As of June 30, 2024, we had total current assets of $87,982,987 and total current liabilities of $75,470,314.

As of December 31, 2023, we had a cash balance of $239,406, a decrease of $532,730, as compared to $772,136 at December 31, 2022. As of June 30, 2024, we had a cash balance of $6,572,126, an increase of $6,248,412, as compared to $323,714 as of June 30, 2023.

Debt Obligations

GMA Bridge Fund Loans

On July 27, 2018, the Company entered into a $1 million Bridge Loan Agreement and Promissory Note with GMA Bridge Fund, LLC (“GMA”) (the “July 2018 Bridge Note”), with an interest rate of 0.50% per month for the first six months and 0.75% per month through the Maturity Date of July 27, 2019. Amounts outstanding under the July 2018 Bridge Note were not repaid on the maturity date and remain outstanding.

On October 5, 2018, the Company entered into a $2 million Bridge Loan Agreement and Promissory Note (the “October 2018 Bridge Note” and together with the July 2018 Bridge Note, the “Notes”), with an interest rate of 0.50%, per month for the first six months and 0.75% per month through the Maturity Date of October 5, 2019. Amounts outstanding under the October 2018 Bridge Note were not repaid on the maturity date and remain outstanding.

In August 2019, the Company received a default notice from GMA with respect to the Notes based on non-payment. The Company continues to accrue interest on these Notes in accordance with the agreements. On September 23, 2024, GMA submitted a Demand for Arbitration to the American Arbitration Association relating to the repayment of the Notes in the amount of $3,000,000 plus interest.

Convertible Notes

On May 17, 2019, a $400,000 convertible note issued by the Company to an unrelated third party, was amended and restated to include unpaid interest to date of $73,450 and require interest only payments of $4,734 per month at a rate of 12% per annum with a maturity of June 1, 2022. The conversion option within the original promissory note was also eliminated. On March 31, 2022, the note was modified to extend the maturity date of the note to December 31, 2023, and to give the noteholder the right to convert the note into shares of the Company’s common stock at a $0.70 conversion price. On November 10, 2023, the lender elected to convert the unpaid principal of $473,350 into 676,215 shares of the Company's common stock.

On December 23, 2022, the Company issued a convertible promissory note in the amount of $250,000 at a simple interest rate of 5% per annum. Upon maturity on December 23, 2024, all amounts due and owing under the note automatically convert into common stock at a price of $1.00 per share. The noteholder had the right from time to time, commencing on or after the issuance date, to convert any or all amounts due under the note to common shares. In February 2023 the noteholder converted all amounts due under the note, including accrued interest of $2,357, into 252,357 shares of the Company’s common stock.

Cash Flows for the Six Months Ended June 30, 2024 and 2023

The following table provides a summary of our cash flows for the periods indicated.

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	Six Months Ended June 30,						Change
	2024			2023			Amount			%
Net cash provided by (used in) operating activities	$	6,901,300		$	(1,625,166	)	$	8,526,466			-524.65	%
Net cash used in investing activities		(175,588	)		(169,749	)		(5,839	)		3.44	%
Net cash (used in) provided by financing activities		(392,992	)		1,346,493			(1,739,485	)		-129.19	%
Net change in cash		6,332,720			(448,422	)		6,781,142			-1512.22	%
Cash end of period	$	6,572,126		$	323,714		$	6,248,412			1930.23	%

Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2024 was $6,901,300, which resulted from net income of $9,543,420, non-cash charges of $4,948,511, and net cash inflows of $7,590,631 from changes in operating assets and liabilities. The change in operating assets and liabilities primarily resulted from increases in accounts receivable and increases in BFSF payable pursuant to the Distribution Agreement.

Net cash used in operating activities for the six months ended June 30, 2023, was $1,625,166 which resulted from non-cash charges of $4,622,055 and net cash outflows of $187,893 from changes in operating assets and liabilities, offset by net loss of $6,435,114. The change in operating assets and liabilities primarily resulted from decreases in accounts receivables offset by increases in accounts payable resulting from timing of when we pay our vendors.

Investing Activities

Net cash used in investing activities was $175,588 for the six months ended June 30, 2024, compared to $169,749 for the six months ended June 30, 2023. The increase in net cash used in investing activities was primarily attributable to increased capital expenditures during the six months ended June 30, 2024.

Financing Activities

Net cash used in financing activities was $392,992 for the six months ended June 30, 2024, compared to net cash provided by financing activities of $1,346,493 in the six months ended June 30, 2023. The decrease in net cash provided by financing activities was primarily attributable to the close out of our private placement offering in the first quarter of 2023 and borrowings on notes payable of $1,080,230 during the six months ended June 30, 2023.

Cash Flows for the Years Ended December 31, 2023 and 2022

The following table provides a summary of our cash flows for the periods indicated.

	Years Ended December 31,						Change
	2023			2022			Amount			%
Net cash (used in) provided by operating activities	$	(3,498,960	)	$	303,575		$	(3,802,535	)		-1252.59	%
Net cash used in investing activities		(210,330	)		(469,484	)		259,154			-55.20	%
Net cash provided by financing activities		3,176,560			597,712			2,578,848			431.45	%
Net change in cash		(532,730	)		431,803			(964,533	)		-223.37	%
Cash end of year	$	239,406		$	772,136		$	(532,730	)		-68.99	%

Operating Activities

Net cash used in operating activities for the year ended December 31, 2023 was $3,498,960, which resulted from non-cash charges of $7,704,931, offset by a net loss of $8,482,984 and net cash outflows of $2,720,907 from changes in operating assets and liabilities. The change in operating assets and liabilities primarily resulted from increases in accounts receivable, which decreases cash, of $11,334,524, offset by an increase in BFSF liability, which increases cash, of $7,787,211.

Net cash provided by operating activities for the year ended December 31, 2022 was $303,575, which resulted from non-cash charges of $7,832,926, offset by a net loss of $7,231,796 and net cash outflows of $297,555 from changes in operating assets and liabilities. The change in operating assets and liabilities primarily resulted from increases in inventory and prepaid expense asset accounts offset by increases in accrued interest payable.

Investing Activities

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Net cash used in investing activities was $210,330 for the year ended December 31, 2023, compared to $469,484 for the fiscal year ended December 31, 2022. The decrease in net cash used in investing activities was primarily attributable to less investment in property plant and equipment in 2023 due to planned building improvements completed during 2022.

Financing Activities

Net cash provided by financing activities was $3,176,560 for the year ended December 31, 2023, compared to $597,712 in the fiscal year ended December 31, 2022. The increase in net cash provided in financing activities was primarily attributable to an increase in short-term note borrowing of $1,568,719 and issuance of common stock for cash of $2,379,500 in 2023 offset by repayment of notes payable of $763,398.

Contractual Obligations

Contractual obligations associated with ongoing business activities are expected to result in cash payments in future periods. For more information regarding our contractual commitments, see Item 15, Note 12, Commitments and Contingencies, in the financial statements for the years ended December 31, 2023 and 2023, and Item 15, Note 10, Commitments and Contingencies, in the financial statements for the three and six months ended June 30, 2024 and 2023.

Going Concern

To date, we have funded operations primarily through equity and debt financings. We incurred net losses of $8,482,984, and $7,231,796 for the years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit and working capital deficit of $45,624,117 and $3,021,835, respectively, as of December 31, 2023. We had net income of $6,286,028 for the three months ended June 30, 2024 as compared to a net loss of $2,855,026 for the three months ended June 30, 2023. We had net income of $9,543,420 for the six months ended June 30, 2024 as compared to a net loss of $6,435,114 for the six months ended June 30, 2023. We have an accumulated deficit of $36,080,697 and working capital of $12,512,673 as of June 30, 2024, respectively. While there was substantial doubt of our ability to continue as a going concern in our financial statements for the year ended December 31, 2023, we believe this doubt has been alleviated by the significant increase in our revenue, net income and cash flows from operations in 2024. We expect cash flows from operations to be sufficient to fund our obligations for the twelve months following the date of this filing.

The change in our financial position was primarily due to revenue earned from the Distribution Agreement with the Distributor, which was driven by the continued successful commercial acceptance into the post-acute setting of AmnioWrap2. Management has determined that there is no longer a substantial doubt regarding our ability to continue as a going concern.

Critical Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described below and in Note 2 to our audited financial statements appearing elsewhere in this Registration Statement on Form 10, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

Revenue Recognition-Generally

We record revenue from product sales in accordance with ASC 606, Revenue from Contracts from Customers. We record revenue from product sales at a point in time when control of our product has transferred to the customer which generally occurs upon shipment. Shipping and handling costs are included as a component of revenue and are passed through to customers with an equal offsetting amount included in cost of goods sold.

Revenue is recognized in an amount that reflects the consideration that we expect to receive in exchange for the product, which is generally fixed. Based on prior experience, and the nature of the product, variable consideration resulting from product discounts is not material.

Returns from customers are not accepted. Accordingly, there is no provision for sales returns recorded for any period presented.

Revenue Recognition-Distribution Agreement

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During the year ended December 31, 2023, we executed the Distribution Agreement with the Distributor for the sale and distribution of our AW2 product. We license the right to manufacture and commercialize AW2 from an unrelated party and in conjunction with the licensing arrangement, pay a per square centimeter license fee for all AW2 products sold by the Distributor.

The Distributor purchases the AW2 product from us at a fixed fee per square centimeter with no right of return. Separately, the Distributor invoices us monthly for distinct BFSF.

The BFSF is consideration payable to the Distributor for a distinct service the Distributor is providing to us. In accordance with ASC 606-10-32-26, such distinct services provided by a customer are accounted for in the same way that other purchases from suppliers would be accounted for. If the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price.

We have determined that the fair value of the BFSF does not exceed the consideration paid to the Distributor for these services. Therefore, we record, as revenue, the sales price per cm2 for all AW2 products sold to the Distributor upon shipment and recognize the BFSF as an operating expense within sales and marketing expenses.

Share-Based Compensation

We measure the fair value of stock options and other stock-based awards granted to employees on the grant date and recognize the assessed fair value as share-based compensation expense, straight-line, over the requisite service period to achieve the award based on the vesting requirements, to the extent that the achievement of performance conditions associated with such awards, as applicable, are determined to be “probable.”

Share-based payment arrangements are measured at fair value on the grant date. The fair value of equity incentive awards, which are usually shares of our common stock, are generally measured at the last trading price on the grant date.

The fair value of stock options is calculated using an appropriate valuation technique. The valuation technique generally requires us to make certain assumptions, including (1) the fair value of the common stock, (2) the expected volatility of our stock price, (3) the expected term of the award, (4) the risk-free interest rate, and (5) expected dividends. Given the lack of volume of trading in our stock, our expectation for volatility is generally based on the average trading volatility of a peer group of approximately 15 publicly traded companies with adequate volume. We utilize the simplified method for the expected term of the awards as we have no history of stock option exercises to date. Our assumption for the risk-free rate is derived from prevailing U.S. Treasuries with similar terms to the award on the grant date. We assume no dividends will be paid in our option pricing model as we have not yet paid dividends and have no plans to do so in the near term.

To the extent that any such awards are subject to a market condition, the resolution of the market condition is reflected in the fair value of the grant date. Further, the requisite service period associated with an award containing a market condition must derive the service period over which the market condition is expected to be met. Fair value and derived service periods are generally determined using a Monte Carlo simulation. Subsequent to the determination of fair value, we recognize expense to the extent we evaluate that performance conditions associated with share-based payment arrangements are probable of occurring.

Income Taxes

We account for income taxes according to the ASC 740, Income Taxes (“ASC 740”) using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in our tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that its deferred tax assets will be and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that our portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. In evaluating its ability to recover its deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income, prudent and feasible tax planning strategies and recent financial operations.

We account for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. To the extent we determine that such

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tax provisions will not be sustained, the provision for income taxes would include the effects of any resulting income tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

Off-Balance Sheet Arrangements

As of June 30, 2024, December 31, 2023, and 2022, we did not have any off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 3. Properties

We own and operate a state-of-the-art, AATB accredited, cGTP compliant, 6,100 square foot manufacturing facility, which also serves as our corporate headquarters, located at 2836 Center Port Circle, Pompano Beach, FL 33064.

On March 15, 2024, we entered a thirty-eight (38) month lease for additional office space located at 4901 N.W. 17th Way, Suite 606, Fort Lauderdale, Florida 33309, which we use as a work location for our administrative corporate functions, commencing April 1, 2024.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of shares of common stock and the Series A-1 Convertible Preferred Stock by:

• each person who is the beneficial owner of more than 5% of issued and outstanding shares of common stock and the Series A-1 Convertible Preferred Stock;

• each of the Company’s named executive officers and directors; and

• all of the Company’s executive officers and directors as a group.

In addition, the Company has 5 shares of Series B-1 Convertible Stock outstanding, which are held by an unrelated party. Each share of Series B-1 Convertible Preferred Stock is convertible, at the option of the holder, or automatically upon a qualified public offering resulting in gross proceeds to us of not less than $30 million, in whole but no in part, into six shares of common stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of common stock and the Series A-1 Convertible Preferred Shares beneficially owned by a person and the percentage ownership, the Company deemed outstanding (i) shares of common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of June 30, 2024, and (ii) shares of common stock issuable upon conversion of the Series A-1 Convertible Preferred Stock, which are convertible into shares of common stock at any time at the option of the holders. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of our capital stock beneficially owned by them.

The percentage ownership of common stock and the Series A-1 Preferred Shares is based on 16,338,436 shares of common stock and 300 Series A-1 Convertible Preferred Shares, respectively, outstanding as of September 24, 2024. Unless otherwise indicated, the business address of each of the beneficial owners listed below is c/o BioStem Technologies, Inc., 2836 Center Port Circle, Pompano Beach, FL 33064.

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Name of Beneficial Owner	Number of shares of Common Stock(1)	%	Number of shares of Series A-1 Convertible Preferred Shares	%	% of Total Voting Power
Directors and Named Executive Officers:
Jason Matuszewski	2,583,359(2)	14.60%	100	33.33%	33.33%
Andrew Van Vurst	2,884,115(3)	16.30%	100	33.33%	33.33%
Michael A. Fortunato	261,250(4)	1.58%	−	−	*
Brandon Poe	33,878	*	−	−	*
Kenneth Warrington	7,462(5)	*	−	−	*
Thomas J. Dugan	12,392	*	−	−	*
Patrick Daly	7,989	*	−	−	*
Total Directors and Executive Officers	5,790,445	34.93%	200	66.66%	66.66%
Greater than 5% Holders
Henry Van Vurst	1,291,534(6)	7.90%	100	33.33%	33.33%
Michael Dietzen	1,025,000	6.27%	−	−	*

* Less than 1%.

(1)	The number of shares of common stock beneficially owned by each person includes any common stock issuable upon the conversion of the Series A-1 Convertible Preferred Shares beneficially owned by such person. Each Series A-1 Convertible Preferred Share is convertible, at the option of the holder, in whole but not in part, into 300 shares of common stock. The Series A-1 Convertible Preferred Shares entitle their holders to a number of votes equal to the number of shares issuable upon conversion times 2,000,000, granting the holders of Series A-1 Convertible Preferred Shares, as a group, effective control over us.
(2)	Includes 100 shares of common stock issuable upon conversion of 100 Series A-1 Convertible Preferred Shares currently held and 1,350,000 shares of common stock issuable upon the exercise of fully vested stock options.
(3)	Includes 100 shares of common stock issuable upon conversion of 100 Series A-1 Convertible Preferred Shares currently held and 1,350,000 shares of common stock issuable upon the exercise of fully vested stock options.
(4)	Includes 231,250 shares of our common stock issuable upon the exercise of fully vested stock options.
(5)	Represents 7,462 shares of our common stock issuable upon the exercise of fully vested stock options.

(6) Includes 100 shares of common stock issuable upon conversion of 100 Series A-1 Convertible Preferred Shares currently held.

Item 5. Directors and Executive Officers

The following table sets forth the name and age as of June 30, 2024, and position of the individuals who currently serve as our directors and executive officers.

Name	Age	Position
Jason Matuszewski	38	Chief Executive Officer and Director
Michael A. Fortunato	57	Chief Financial Officer
Andrew Van Vurst	33	Chief Operating Officer and Director
Shawn McCarrey	66	Chief Commercial Officer
Brandon Poe	55	Independent Director
Kenneth Warrington	53	Independent Director
Thomas J. Dugan	66	Independent Director and Chairman
Patrick Daly	60	Independent Director

Set forth below is a brief biography of each of our executive officers and directors.

Executive Officers

Jason Matuszewski

Jason Matuszewski is the Chief Executive Officer and co-founder of BioStem Technologies, a leading regenerative medicine company specializing in placental-derived allografts for advanced wound care. He has served as the Chief Executive Officer since 2018 and as a member of the Board since October 2019. He holds a B.S. in Mechanical Engineering Technology and a minor in Mathematics from the Milwaukee School of Engineering and is Six Sigma Black Belt certified. His extensive background includes strategic operations planning, regulatory compliance, continuous process improvement, and advanced problem-solving. Jason's journey to founding BioStem Technologies in 2014 stemmed from a blend of technical expertise and a deep interest in solving complex supply chain and process challenges across industries. Having worked for major companies like SC Johnson, ATI Ladish Forging, Nemak, and HUSCO International, where he led manufacturing and quality engineering initiatives, Jason became interested in applying these skills to the life sciences sector.

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The founding of BioStem was driven by a vision to leverage cutting-edge tissue processing technology to revolutionize wound care and regenerative medicine. When Jason co-founded BioStem alongside Andrew Van Vurst, the company was rooted in the idea of using perinatal tissue to create innovative products that could address critical gaps in wound healing. One of the company’s breakthroughs was the development of the proprietaryBioREtainmethod, which preserves the biological properties of placental tissue for more effective healing outcomes. This innovation allowed BioStem to differentiate itself from competitors in the regenerative medicine market and positioned the company as a leader in the space.

At BioStem, Jason co-developed the company’s proprietary BioREtain processing method and played a key role in securing 18 granted patents with an additional 8 patents pending, focusing on innovations in wound healing and placental tissue allografts. In addition to his work at BioStem, Jason serves on the Processing and Distribution Council of the American Association of Tissue Banks (AATB) and is a member of the Government Affairs Committee for BioFlorida.​

Michael A. Fortunato

Mr. Fortunato has served as our Chief Financial Officer since October 2022. Mr. Fortunato brings over 30 years of experience as a financial accountant to his role at BioStem Technologies, where he has overseen all of our financial functions since 2021 when he began working for us as the Controller. Mr. Fortunato served as a Director of Financial Accounting Advisory Services at Macias, Gini & O’Connell LLP from 2020 to 2021. Mr. Fortunato served as the controller for a private equity backed tele-medicine company from 2018 to 2019. Mr. Fortunato served as the controller for SoftBank Group, Inc., the private equity subsidiary of Softbank, Inc. from 2016 to 2018. He began his career in 1994 with Ernst & Young and spent 11 years at “Big 4” accounting firms, focused on serving clients within the health and life sciences industries. Over his career, Mr. Fortunato had the opportunity to participate in six IPOs which honed his deep expertise in SEC reporting, accounting for mergers and acquisitions, and internal auditing and controls. Mr. Fortunato had the opportunity to serve a diverse client base that included prominent health and life sciences organizations. He also spent nearly seven years with the SEC's Enforcement Division in the San Francisco Regional Office from 2005 to 2012, where he monitored compliance with SEC rules and regulations for companies located from Silicon Valley to Washington State. Thanks to his work with the federal government, Mr. Fortunato has a keen understanding of how to ensure internal compliance with accounting regulations, including Sarbanes-Oxley. On the other side of the desk, his in-house roles with Yahoo!, Inc., from 2012 to 2014, and Facebook, from 2014 to 2016, gave Michael additional merger and acquisition experience and to develop strong, cross-functional external reporting teams. Mr. Fortunatoholds a Bachelor of Science in accounting from Rutgers University and active CPA licenses in the State of Florida and Commonwealth of Pennsylvania.

Andrew Van Vurst

Mr. Van Vurst is a co-founder of the Company and has served as our Chief Operating Officer and as a member of our board of directors since 2016. Mr. Van Vurst is a veteran and manufacturing operations expert with over ten years of experience working in FDA-regulated pharmaceutical and tissue processing firms. Before beginning his biopharmaceutical career, Andrew served as an aviation mechanic and flight captain in the United States Marine Corps. He co-founded Biostem Technologies in 2014 and played a pivotal role in our development, working to establish revenue streams, ensure compliance with FDA and state pharmacy board guidelines. During the early years with BioStem Technologies, he worked as Director of Operations for Nesvik Pharmaceuticals, a wholly-owned subsidiary of BioStem and Qualified Pharma Ingredients , where he managed research and development activities for four 505(b)(2) products and built out an API repackaging facility from the ground up until 2019. He serves as a Processing and Distribution Council Member for the AATB and is an AATB-certified Tissue Banking Specialist. The board of directors believes that Mr. Van Vurst is qualified to serve as a director based on his experience in manufacturing operations and experience working in FDA-regulated pharmaceutical and tissue processing firms.

Shawn McCarrey

Mr. McCarrey has served as our Chief Commercial Officer since January 2024. Mr. McCarrey previously served as Chief Commercial Officer for BLUEWAVE Technologies, Inc., a medical technology manufacturer, from November 2022 to December 2023, where he helped commercialize the company's proprietary system in the O&P, Wound Care and Podiatric markets. From September 2021 to October 2022, he was the head of SFM Consulting, LLC where he provided commercial guidance to multiple device companies, one of which was BLUEWAVE. He was previously VP of Sales for Glytec, a cloud-based insulin management software provider, from November 2020 to August 2021, and served as Senior VP of Sales in regenerative medicine at medical device firm, AxoGen, from 2013 to 2019. Additionally, he brings valuable leadership experience from his time at Bayer, where he significantly expanded the company's install base. At Possis Medical, Mr. McCarrey was pivotal in launching many new products over a decade, contributing to a substantial increase in the company's sales. Mr. McCarrey received his Bachelor of Science in Marketing at Central Michigan University.

Independent Directors

Brandon Poe

Mr. Poe has served as an Independent Director of ours since September 2022. Mr. Poe is a veteran executive with more than 25 years of financial experience across various industries, including life sciences, medical devices and healthcare services. He currently serves

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as Chief Financial Officer of Midi Health, a leader in women's healthcare and has served in that position since December 2023. Previously, from November 2021 to January 2023, he served as Chief Financial Officer of Jumpcode Genomics, a genomic tools company unlocking the power of next-generation sequencing using CRISPR clean technology and from January 2021 to November 2021, as Chief Financial Officer at Genome Medical, a genomic telehealth provider, where he led all aspects of finance at both companies. From June 2013 to January 2021, Mr. Poe has also held the positions of Vice President of Finance at Illumina, a leader in genomics technology; and from June 2008 to June 2013, as Chief Financial Officer at Sotera Wireless, a medical device start-up; and from June 2004 to August 2007, as Vice President of Finance at Inverness Medical Innovations, a point-of-care diagnostics company acquired by Abbott. Mr. Poe received his bachelor's degree from Bucknell University and his MBA from the University of Chicago Booth School of Business. The board of directors believes that Mr. Poe is qualified to serve as a director based on his extensive financial experience across various industries, including life sciences, medical devices and healthcare services.

Kenneth Warrington

Mr. Warrington has served as an Independent Director of ours since March 2022. Since December 2023, Mr. Warrington has served as the Executive Director of Strategic Business Development and Technical Services at uBriGene Bioscience, a global contract manufacturing and development organization providing gene and cell therapy contract research and manufacturing services. From December 2021 to October 2023, Mr. Warrington served as the Chief Technology Officer of Lacerta Therapeutics, a clinical-stage gene therapy company. From May 2020 to December 2021, Mr. Warrington served as the Head of Strategy and Innovation at GenScript ProBio, a biotechnology company. From June 2019 to May 2020, Mr. Warrington served as the SVP of Operations and Business Development before assuming the role of chairman of the scientific advisory board. Mr. Warrington has decades of broad expertise across the cell and gene therapy product development continuum from discovery through GMP-compliant manufacturing to support IND-enabling pre-clinical and early-stage clinical programs, and has deep knowledge in advanced therapy manufacturing, including live attenuated and virus-like particle vaccines, live challenge viruses, viral vectors, and cell & gene-modified cell therapies. He served on the faculty at the University of Florida, Pediatrics-Division of Cellular & Molecular Therapy, with a research program focused on AAV vector development and production. Following his transition into industry in 2008, Dr. Warrington has held the lead technical operation and business development roles for global contract testing and manufacturing organizations, including Meridian Life Science, SGS Life Science, and Wuxi Apptec. He was formerly the SVP of Operations and Business Development at Biostem Life Sciences before assuming the role of chairman of the scientific advisory board. Mr. Warrington holds a Bachelor of Science in Biology & Chemistry from St. Lawrence University and a Ph.D. in Pharmacology & Experimental Therapeutics from the University of Florida. The board of directors believes that Mr. Warrington is qualified to serve as a director based on his decades of broad expertise across the cell and gene therapy product development continuum.

Thomas J. Dugan

Mr. Dugan has served as an Independent Director and Chairman of the Board since December 2023. He is a Co-Founder and Partner at 360 Life Sciences Advisors, a medical device consulting practice. Mr. Dugan was the President of Integrum, Inc., a pioneer in osseointegrated orthopedic implants from 2021 to 2023. He was the Chief Executive Officer and Board Member at Amniox Medical, a pioneer in amniotic membrane products for wound care and surgical applications, from 2015 to 2018. He previously served as President of SurgiQuest, Inc., a commercial stage global medical technology company (acquired by Conmed), President of the Americas for Smith and Nephew Wound Management, a portfolio medical technology company providing advanced wound management products, and in senior executive roles at SonoSite Inc. (acquired by Fuji), InterVascular Inc. (acquired by Getinge), and Tyco Healthcare (acquired by Medtronic). Mr. Dugan served on the board of directors of Rita Medical Systems (acquired by AngioDynamics), and various venture-backed medical device companies. He chaired the Wound Healing and Tissue Regeneration sector of AdvaMed and served on the board of MITA, the industry trade group for medical imaging. He currently serves as Chairman of the Board for TYBR Health, a venture-backed company focused on prevention of surgical adhesions. Mr. Dugan is qualified to serve as a director based on his extensive operating and strategic experience in the medical technology industry as a C-level executive in large, global organizations and start-ups, including wound care-focused companies. Additionally, his service on other boards and audit committees enables him to contribute valuable perspectives and leadership as our Board Chairman.

Patrick Daly

Mr. Daly has served as an Independent Director on the Board since December 2023. From January 2019 to present, Mr. Daly has served as an Advisor to Pappas Capital. From April 2021 to present, Mr. Daly has served as the Global VP of MedTech Market Measurement and previously as Global VP of Commercial Solutions at IQVIA, a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry. He is a global executive leader who guides the strategy, roadmap, and GTM deliverables of the MedTech Market Measurement function at IQVIA. Mr. Daly was a founder and president and CEO at Cohera Medical Inc., a medical device company focused on surgical adhesives and sealants, from January 2006 to December 2018. Mr. Daly received a Bachelor of Science in Foreign Area Studies from the United States Military Academy at West Point. The board of directors believes that Mr. Daly is qualified to serve as a director based on his over 35 years of experience in the medical technology industry.

Term of Office

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Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders after their appointment or until their resignation or removal from office in accordance with our Amended and Restated Bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.

Scientific Advisory Board

The following sets forth the names and the biographies as of June 30, 2024, of the members of our Scientific Advisory Board:

Kenneth Warrington, Ph.D., Chairman

Biographical information with respect to Kenneth Warrington, Ph.D. is set forth above.

Jeffrey K. Harrison Ph.D.

Jeffrey K. Harrison, Ph.D. is a Professor of Pharmacology & Therapeutics in the College of Medicine at the University of Florida. He directs an NIH-funded pre-clinical/translational research lab that seeks to better understand the role of chemokines and immune cells in the progression of brain tumors and their resistance to immunotherapies. He has collaborated with numerous pharmaceutical companies, large and small, to evaluate novel therapeutic agents in pre-clinical models of glioma. He also provides formal teaching to the next generation of scientists about the process by which novel small molecules and biologic agents are evaluated in preclinical studies that are aimed toward taking these therapeutics into first-in-human clinical trials. He holds a B.S in Cellular & Molecular Biology and a Ph.D. in Pharmacology from the University of Michigan.

Shaun Opie Ph.D.

Shaun Opie, Ph.D. is a healthcare executive and has co-founded several laboratories in multiple disciplines including cardiac stem cell transplantation, clinical diagnostics, and cannabis safety testing. Before pursuing his entrepreneurial interests, he was a clinical trial administrator at Banner Health and oversaw an active, multi-site, sponsored clinical research program providing support for investigational new drugs, devices, and biologics, as well as tissue collection/biobanking and medical education research. He has held multiple adjunct faculty appointments at Arizona State University in the College of Health Solutions and also spent two years as an invited Entrepreneurship Expert at the W.P. Carey School of Business. Dr. Opie has a proven public-speaking track record and is an author of numerous scientific publications and textbooks. He has a BS in Biology from Bucknell University and a Ph.D. in Molecular Genetics/Virology from the University of Florida.

Dan Shelly Ph.D., MBA.

Daniel Shelly, Ph.D., MBA is Vice President of Business Development and Alliances at Prescient Therapeutics. At Prescient, he is responsible for advancing the development of a next-generation Chimeric Antigen Receptor T and or NK Cell therapy technology along with small molecule targeted therapies. Prior to Prescient, he was Director of Global Business Development and Strategic Partnerships for the Global non-profit organization PATH where he was involved in the identification of new and innovative partnerships for vaccine and therapeutics development applicable to low and middle-income countries. He has an additional 18 years of industry experience having worked for Albumedix, Novozymes Biopharma, Meridian Life Science, and Kendle International. He has been responsible for asset in-licensing, alliances, and out-licensing of core drug delivery technologies along with biologics manufacturing, proposal writing, contract negotiations, market assessments, and clinical development/out-licensing of several vaccines. Dr. Shelly is also an adjunct professor in the Masters in Clinical Drug Development program at the UC College of Pharmacy. He has a B.S. in Animal Behavior from Lehigh University, a MA in Comparative Physiology from College of William and Mary, a Ph.D. in Molecular Physiology from Florida State University, and an MBA in Management of Advanced Technology and Innovation from the University of Cincinnati.

Item 6. Executive Compensation

2023 Summary Compensation Table

The following table provides information regarding the compensation paid by us during the years ended December 31, 2023 and 2022 to Jason Matuszewski our Chief Executive Officer, Andrew Van Vurst our Chief Operating Officer and Michael Fortunato, our Chief Financial Officer. We refer to these individuals as our “named executive officers.”

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Name and Position	Year	Salary(1) ($)		Bonus ($)		Stock Awards(2) ($)		Option Awards(2) ($)		All Other Compensation(1)		Total ($)
Jason Matuszewski, Chief Executive	2023	$	275,000	$	-	$	-	$	-	$	-	$	275,000
Officer and Director(1)	2022	$	200,000	$	-	$	385,442	$	7,414,645	$	-	$	8,000,087
Andrew Van Vurst, Chief Operating	2023	$	275,000	$	-	$	-	$	-	$	-	$	275,000
Officer and Director(1)	2022	$	200,000	$	-	$	385,442	$	7,414,645	$	-	$	8,000,087
Michael Fortunato, Chief Financial Officer	2023	$	200,000	$	-	$	-	$	255,000	$	-	$	455,000
	2022	$	150,000	$	-	$	80,000	$	-	$	-	$	230,000

(1)Prior to and continuing through 2022, Jason Matuszewski, our current CEO, and Andrew Van Vurst, our current COO elected to forgo their cash compensation to conserve our cash position. We also owed unpaid cash salaries to the former CEO, Henry Van Vurst. As of December 31, 2021, the total amount due for unpaid salaries to these four individuals was $1,167,418 of which, $243,995 was owed to our previous CEO, a related party. In March 2022, these individuals elected to convert all their unpaid salaries into 1,739,169 shares of our common stock at a $0.70 conversion price approved by the board of directors. Due to the conversion price being less than the quoted market price of our stock on the date of conversion, an additional stock-based compensation charge of $1,913,084 was incurred for the year ended December 31, 2022. As of December 31, 2023 and 2022, there are no salaries payable due to any of these individuals. The amounts shown under the stock column represent the unpaid salary from 2021 and 2022 and paid in shares in 2022.

(2)The amounts in these columns do not reflect compensation actually received by the named executive officer nor do they reflect the actual value that will be recognized by the named executive officer. Instead, the amounts reflect the aggregate grant date fair value of restricted stock unit awards and stock option awards, computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these restricted stock unit awards and stock option awards, refer to Note 11 to our financial statements for the year ended December 31, 2023, which are included elsewhere in this Form 10.

Narrative Disclosure to Summary Compensation Table

For the fiscal years ended December 31, 2023 and 2022, the compensation program for our named executive officers consisted of base salary and certain equity awards.

Executive Employment Agreements

Executive Employment Agreement with Jason Matuszewski

On July 22, 2022, we entered into an Executive Employment Agreement with Jason Matuszewski (the “Matuszewski Agreement”) pursuant to which Mr. Matuszewski agreed to serve as our Chief Executive Officer for an initial term of one year, which term will be automatically extended for one year periods unless either party gives written notice of non-extension to the other no later than 90 days prior to the expiration of the then applicable term. The base salary under the Matuszewski Agreement is $275,000 per year, subject to increase as approved by our Board of Directors, and Mr. Matuszewski is eligible for bonuses as to be determined by our Board of Directors from time to time. Pursuant to the Matuszewski Agreement, we agreed to grant Mr. Matuszewski options to purchase up to 2,250,00 shares of our common stock pursuant to our 2021 Equity Incentive Plan (the “Plan”).

The Matuszewski Agreement can be terminated by a written notice of non-extension, and will terminate on either death or disability of Mr. Matuszewski, a termination by us with or without “cause” or a termination by Mr. Matuszewski with or without “good reason,” each as defined in the Matuszewski Agreement.

In the event that we terminate Mr. Matuszewski’s employment with cause, Mr. Matuszewski shall be entitled to: (i) all accrued but unpaid base salary through the date of termination; (ii) any unpaid or unreimbursed expenses incurred; and (iii) any benefits provided under our employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein to be paid within 10 days of the termination.

If the Matuszewski Agreement is terminated by us without cause, we will have to give Mr. Matuszewski 10 days’ written notice, and we will pay Mr. Matuszewski a single lump sum in cash within 10 days following the termination consisting of any unpaid base salary, accrued but unpaid bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, three times the base salary in effect immediately prior to such termination if such termination occurs prior to the third anniversary of the effective date of the Matuszewski Agreement and two times such base salary if such termination occurs on or following the third anniversary of the effective date of the Matuszewski Agreement and all unreimbursed expenses incurred by the executive.

If the Matuszewski Agreement is terminated by Mr. Matuszewski for good reason, he will have to provide us 10 days’ written notice setting forth in reasonable specificity the event that constitutes good reason, which written notice, to be effective, must be provided to us within 90 days of the occurrence of such event and Mr. Matuszewski will be entitled to receive the same lump sum as he would receive

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if the Matuszewski Agreement was terminated by us without cause. If the Matuszewski Agreement is terminated by Mr. Matuszewski without good reason, he will have to provide us 10 days’ written notice of such termination and he will be entitled only to the accrued obligations.

In the event of the death or disability of Mr. Matuszewski, his estate will be entitled to any accrued obligations owed under the Matuszewski Agreement.

We refer you to the copy of the Matuszewski Agreement, which is attached as Exhibit 10.3 to this Form 10, as this summary is subject to, and is qualified in its entirety by reference to, the full Matuszewski Agreement.

Amendment to Executive Employment Agreement with Jason Matuszewski

On October 24, 2022, we entered into Amendment No. 1 to Executive Employment Agreement with Jason Matuszewski (the “Matuszewski Amendment”) to the Matuszewski Agreement. Pursuant to the Matuszewski Amendment, the option award granted in the Matuszewski Agreement was rescinded and terminated and we agreed to issue Mr. Matuszewski an option award to acquire 2,250,000 shares of our common stock at an exercise price of $2.00 per share.

We refer you to the copy of the Matuszewski Amendment, which is attached as Exhibit 10.4 to this Form 10, as this summary is subject to, and is qualified in its entirety by reference to, the full Matuszewski Amendment.

Executive Employment Agreement with Andrew Van Vurst

On July 22, 2022, we entered into an Executive Employment Agreement with Andrew Van Vurst (the “Van Vurst Agreement”) pursuant to which Mr. Van Vurst agreed to serve as our Chief Operating Officer for an initial term of one year, which such term will be automatically extended for one year periods unless either party gives written notice of non-extension to the other no later than 90 days prior to the expiration of the then applicable term. The base salary under the Mr. Van Vurst Agreement is $275,000 per year, subject to increase as approved by our Board of Directors, and Mr. Van Vurst is eligible for bonuses as to be determined by our Board of Directors from time to time. Pursuant to the Mr. Van Vurst Agreement, we agreed to grant Mr. Van Vurst options to purchase up to 2,250,000 shares of our common stock pursuant to Plan.

The Van Vurst Agreement can be terminated either by a written notice of non-extension, and will terminate on either death or disability of Mr. Van Vurst, a termination by us with or without “cause” or a termination by Mr. Van Vurst with or without “good reason,” each as defined in the Van Vurst Agreement In the event that we terminate Mr. Van Vurst’s employment with cause, Mr. Van Vurst shall be entitled to (i) all accrued but unpaid base salary through the date of termination (ii) any unpaid or unreimbursed expenses incurred, and (iii) any benefits provided under our employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein to be paid within 10 days of the termination.

If the Van Vurst Agreement is terminated by us without cause, we will have to give Mr. Van Vurst 10 days written notice, and we will pay Mr. Van Vurst a single lump sum in cash within 10 days following the termination consisting of any unpaid base salary, accrued but unpaid bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, three times the base salary in effect immediately prior to such termination if such termination occurs prior to the third anniversary of the effective date of the Van Vurst Agreement and two times such base salary if such termination occurs on or following the third anniversary of the effective date of the Van Vurst Agreement and all unreimbursed expenses incurred by the executive.

If the Van Vurst Agreement is terminated by Mr. Van Vurst for good reason, he will have to provide us 10 days' written notice setting forth in reasonable specificity the event that constitutes good reason, which written notice, to be effective, must be provided to us within 90 days of the occurrence of such event and Mr. Van Vurst will be entitled to receive the same lump sum as he would receive if the Van Vurst Agreement was terminated by us without cause. If the Van Vurst Agreement is terminated by Mr. Van Vurst without good reason, he will have to provide us with 10 days’ written notice of such termination and he will be entitled only to any accrued obligations.

In the event of the death or disability of Mr. Van Vurst, his estate will be entitled to any accrued obligations.

We refer you to the copy of the Van Vurst Agreement, which is attached as Exhibit 10.6 to this Form 10, as this summary is subject to, and is qualified in its entirety by reference to, the full Van Vurst Agreement.

Amendment to Executive Employment Agreement with Andrew Van Vurst

On October 24, 2022, we entered into Amendment No. 1 to Executive Employment Agreement with Andrew Van Vurst (the “Van Vurst Amendment”) to the Van Vurst Agreement. Pursuant to the Van Vurst Amendment, the option award granted in the Van Vurst

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Agreement was rescinded and terminated and we agreed to issue Mr. Van Vurst an option award to acquire 2,250,000 shares of our common stock at an exercise price of $2.00 per share.

We refer you to the copy of the Van Vurst Amendment, which is attached as Exhibit 10.7 to this Form 10, as this summary is subject to, and is qualified in its entirety by reference to, all of the provisions of the full Van Vurst Amendment.

Executive Employment Agreement with Michael Fortunato

In July 2022, we entered into an Amended and Restated Executive Employment Agreement with Michael Fortunato (the “Fortunato Agreement”), which amended and restated in its entirety the Executive Employment Agreement entered into on August 16, 2021, between us and Michael Fortunato. Pursuant to the Fortunato Agreement, Mr. Fortunato agreed to be employed and serve as our Chief Financial Officer for an initial term of one year, which term will be automatically extended for one year periods unless either party gives written notice of non-extension to the other no later than 90 days prior to the expiration of the then applicable term. The base salary under the Fortunato Agreement is $200,000 per year, subject to increases approved by our Board of Directors, and beginning inJanuary 2023, we agreed to pay Mr. Fortunato bonuses as to be determined by the Board of Directors from time to time. Pursuant to the Fortunato Agreement, we agreed to grant Mr. Fortunato (i) options to purchase up to 200,000 shares of our common stock pursuant to the Plan and (ii) agreed to grant on January 1, 2023, options to acquire 100,000 shares of our common stock under the Plan.

The Fortunato Agreement can be terminated either by a written notice of non-extension, and will terminate on either death or disability of Mr. Fortunato, a termination by us with or without “cause” or a termination by Mr. Fortunato with or without “good reason,” each as defined in the Fortunato Agreement. In the event that, during the term, there occurs any change of control (as defined in the Fortunato Agreement) and thereafter (i) the Fortunato Agreement and the term are terminated by us without cause; or (ii) the Fortunato Agreement and the term are terminated by Mr. Fortunato with good reason or (iii) there is a material diminution by us of compensation and benefits (taken as a whole) provided to Mr. Fortunato immediately prior to a change of control, then at the time of even in clause (i), (ii) or (iii) above, we shall pay to Mr. Fortunato as a lump-sum payment and amount equal to one year of the base salary payable to Mr. Fortunato at such time.

If the Fortunato Agreement is terminated by us for cause, we will have to give Mr. Fortunato not less than 20 days’ written notice of our intention to terminate him with cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination with cause is based, and such termination shall be effective at the expiration of such 20 day notice period unless Mr. Fortunato has fully cured such act or acts or failure or failures to act that give rise to cause during such period. In the event that we terminate Mr. Fortunato’s employment with cause, any unvested portion of the equity grants will immediately be forfeited as of the termination date without any further action, and Mr. Fortunato shall be entitled to (i) all accrued but unpaid base salary through the date of termination (ii) any unpaid or unreimbursed expenses incurred, and (iii) any benefits provided under our employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein.

If the Fortunato Agreement is terminated by us without cause,any equity grants made to Mr. Fortunato, to the extent not already vested, be deemed automatically vested, and Mr. Fortunato will be entitled to any accrued obligations owed, continued payment of base salary during the severance term, payable in accordance with our regular payroll practices and to the extent permitted by applicable law without any penalty continuation coverage under our group health plan.

If the Fortunato Agreement is terminated by Mr. Fortunato for good reason, he will have to provide us 20 days’ written notice setting forth in reasonable specificity the event that constitutes good reason, which written notice, to be effective, must be provided to us within 60 days of the occurrence of such event. During such 20 day notice period, we shall have a cure right (if curable), and if not cured within such period, Mr. Fortunato’s termination will be effective upon the expiration of such cure period, and he will be entitled to the same payments and benefits as provided for a termination by us without cause. If the Fortunato Agreement is terminated by Mr. Fortunato without good reason, he will have to provide us 30 days’ written notice of such termination and any unvested portion of the equity grants shall immediately be forfeited as of the termination date without any further action, and Mr. Fortunato shall be entitled only to the accrued obligations.

In the event of the death or disability of Mr. Fortunato, his estate will be entitled to any accrued obligations.

We refer you to the copy of the Fortunato Agreement, which is attached as Exhibit 10.5 to this Form 10, as this summary is subject to, and is qualified in its entirety by reference to, the full Fortunato Agreement.

Equity Awards

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. In addition, we believe that equity grants promote executive retention because they

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incentivize executive officers to remain in our employment during the vesting period. Accordingly, our Board periodically reviews the equity incentive compensation of our named executive officers and grant equity incentive awards to them from time to time.

CEO and COO Stock Options Awards

Market-Based Option Grants

In July 2022, the Board of Directors approved and amended executive employment agreements for the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). Commencing July 15, 2022 the CEO and COO annual base salary is $275,000 each. Additionally, in October 2022 the Board of Directors granted 2,250,000 options at an exercise price of $2.00, to both the CEO and COO, for a total of 4,500,000 options, with vesting of options based on Sustained Market Capitalization targets as follows:

Vesting Trigger	Number of Options
On the date Sustained Market Capitalization first equals or exceeds $29,268,520		900,000
On the date Sustained Market Capitalization first equals or exceeds $58,537,040		900,000
On the date Sustained Market Capitalization first equals or exceeds $117,074,080		900,000
On the date Sustained Market Capitalization first equals or exceeds $175,611,120		900,000
On the date Sustained Market Capitalization first equals or exceeds $234,148,160		900,000

Sustained Market Capitalization is the average market capitalization for the 90 trading days immediately prior to the date of such determination. Upon vesting, the options may be exercised for up to 10 years after the date of grant.

In March 2023, the first market capitalization triggers were achieved resulting in the vesting of 900,000 options. During the first quarter of 2024, the second market capitalization triggers were met resulting in the vesting of an additional 900,000 option awards. In the second quarter of 2024, the third market capitalization triggers were met resulting in the vesting of an additional 900,000 option awards.

CFO Stock Option Award

In January 2023, the Board of Directors awarded 100,000 stock options to the CFO of the company having a grant date fair value of $255,000. The options have a ten (10) year term and vest over four (4) years.

Executive Equity Awards Made After December 31, 2023

In September 2024, the Compensation Committee approved a grant of restricted stock units to certain executive officers, which shall vest and settle over the course of three years following the grant date. Jason Matuszewski, Andrew Van Vurst, Michael Fortunato and Shawn McCarrey each received a grant of restricted stock units valued at $1,000,000, $900,000, $500,000 and $500,000, respectively.

Equity Incentive Plans

2021 Plan

On May 3, 2021, our Board of Directors, and our shareholders, adopted a share incentive plan. The purpose of the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) is to provide us with the ability to make certain grants of equity securities, or rights to receive our equity securities, for the purpose of attracting and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants and to promote our success of our business. Recipients of awards under the 2021 Plan are referred to as “Participants.” The 2021 Plan is administered by our Board of Directors (the “Administrator”). The Administrator will have general powers to implement and administer the 2021 Plan, including determining the value of Shares and the Award, to select the recipients of Awards, to approve the agreements related to Awards, and to determine the determine the terms and conditions, not inconsistent with the terms of the 2021 Plan, of any Award, to modify any Awards made, and to make all other determinations deemed necessary or advisable for the operations of the 2021 Plan.

The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights (“SARs”), Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards, and as discussed below, each of which are referred to as “Awards”). Nonstatutory Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to employees, directors and consultants/contractors, and Incentive Stock Options may be granted only to employees (all of whom may be referred to as “Service Providers”). Each Award will be evidenced by an Award agreement in the form as attached to the 2021 Plan for the particular form of Award, with may have such changes as the Administrator, in its sole discretion, will determine.

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The 2021 Plan covers up to 1,350,000 shares of common stock (“Shares”) which may be used for Awards. If an Award expires or becomes un-exercisable without having been exercised in full, is surrendered or forfeited, the unacquired Shares will become available for future grant or sale under the 2021 Plan (unless the 2021 Plan has terminated). There were 280,662 Shares available for award as of July 2, 2024 under the 2021 Plan.

A copy of the 2021 Plan is filed herewith as Exhibit 10.1.

2022 Plan

On January 11, 2023, our Board of Directors, and on January 18, 2023, our shareholders, adopted a share incentive plan. The purpose of the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) is to provide us with the ability to make certain grants of equity securities, or rights to receive our equity securities, for the purpose of attracting and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants and to promote our success of our business. Recipients of awards under the 2022 Plan are referred to as “Participants.” The 2022 Plan is administered by our Board of Directors (the “Administrator”).The Administrator will have general powers to implement and administer the 2022 Plan, including determining the value of Shares and the Award, to select the recipients of Awards, to approve the agreements related to Awards, and to determine the determine the terms and conditions, not inconsistent with the terms of the 2022 Plan, of any Award, to modify any Awards made, and to make all other determinations deemed necessary or advisable for the operations of the 2022 Plan.

The 2022 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights (“SARs”), Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards, and as discussed below, each of which are referred to as “Awards”). Nonstatutory Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to employees, directors and consultants/contractors, and Incentive Stock Options may be granted only to employees (all of whom may be referred to as “Service Providers”). Each Award will be evidenced by an Award agreement in the form as attached to the 2022 Plan for the particular form of Award, with may have such changes as the Administrator, in its sole discretion, will determine.

The 2022 Plan covers up to 1,752,693 shares of common stock (“Shares”) which may be used for Awards. If an Award expires or becomes un-exercisable without having been exercised in full, is surrendered or forfeited, the unacquired Shares will become available for future grant or sale under the 2022 Plan (unless the 2022 Plan has terminated). There were 765,193 Shares available for award as of July 2, 2024 under the 2022 Plan.

A copy of the 2022 Plan is filed herewith as Exhibit 10.2.

Features Applicable to our 2021 Plan and 2022 Plan

The following features apply to each our 2021 Plan and our 2022 Plan, referred to together in the following description as the "Plan."

Option Awards

Options, which may be either an Incentive Stock Option or a Nonstatutory Stock Option, represent the right to acquire Shares for a specific exercise price. The two different forms of options have differing tax treatment under U.S. tax laws, and have different requirements and restrictions, and as recipients. Generally, Incentive Stock Options may only be issued to employees. Each option Award will have a term of 10 years, provided that the Administrator may modify this, or any other term related to an option Award or any other Award, as the Administrator may determine.

If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or disability, the Participant may exercise his or her Option within such period of time as is specified in the Award agreement, and, in the absence of a specified time in the Award agreement, the Option will remain exercisable for three months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If a Participant ceases to be a Service Provider as a result of the Participant’s disability, the Participant may exercise his or her Option within such period of time as is specified in the Award agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award agreement). In the absence of a specified time in the Award agreement, the Option will remain exercisable for twelve months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award agreement), by the Participant’s designated beneficiary or personal representative and, in the absence of a specified time in the Award agreement, the Option will remain exercisable for twelve months

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following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan.

Stock Appreciation Rights

Stock Appreciation Rights (“SARs”) represent the right to receive, upon exercise thereof, an amount in cash as set forth in the Plan and the applicable Award agreement, which are generally the increase in value, if any, of the Shares between the date of grant and the date of exercise of the applicable SAR. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of an SAR will be determined by the Administrator and will be no less than 100% of the fair market value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of SARs granted under the Plan. Upon exercise of an SAR, a Participant will be entitled to receive payment from us in an amount determined by multiplying (i) the difference between the fair market value of a Share on the date of exercise over the exercise price; and (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

Restricted Stock

Awards under the Plan may be made in restricted stock, which are grants of Shares which are subject to vesting and forfeiture. A Participant receiving a grant of restricted stock may vote the applicable Shares prior to vesting and will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise, but may not sell or transfer the Shares until vested. The Administrator may determine the amount, vesting period and other terms and conditions of the restricted stock award.

Restricted Stock Units

Restricted Stock Units (“RSUs”) are units which may, once vested, be settled by us via the issuance of Shares, or via the payment of cash based on the value of the Shares at such time. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. Participants have no voting rights with respect to Shares represented by RSU until the date of the issuance of such Shares. However, the Administrator may provide in the Award agreement evidencing any RSU that the Participant shall be entitled to dividend equivalent rights with respect to the payment of cash dividends on the Shares during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated.

Performance Units and Performance Shares

Performance Units and Performance Shares are Awards which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing. The Administrator will set performance objectives or other vesting provisions in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” The Administrator may also set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion, as set forth in the Plan, with respect to the vesting or payment of Performance Units and Performance Shares. Participants have no voting rights with respect to Shares represented by Performance Share Awards until the date of the issuance of such Shares, if any. However, the Administrator, in its discretion, may provide in the Award evidencing any Performance Share Award that the Participant shall be entitled to dividend equivalent rights with respect to the payment of cash dividends on the Shares during the period beginning on the date the Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited.

Cash-Based Awards and Other Stock-Based Awards

The Plan also permits other cash-based Awards and stock-based Awards as the Administrator may determine, which may include equity-based or equity-related Awards not otherwise described by the terms of the Plan, in such amounts and subject to such terms and conditions as the Administrator shall determine.

Additional Provisions

As noted above, the Plan includes form agreements for Awards of Options, restricted stock, SARs and RSUs, and the Administrator generally has the power to modify the terms and conditions of these form agreements as the Administrator may determine.

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The Plan provides that any Director who is not an employee (an “Outside Director”) may not be granted, in any fiscal year, Awards with a grant date fair value (computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000.

Unless the Administrator provides otherwise, vesting of Awards granted under the Plan will be suspended during any unpaid leave of absence. A Participant will not cease to be an employee in the case of (i) any leave of absence approved by us or (ii) transfers between locations of ours or between us, our parent or subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed 3 months, unless reemployment upon expiration of such leave is guaranteed by statute or contract.

Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant.

In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share subdivision, share consolidation, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other of our securities, or other change in our corporate structure affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and the numerical Share limits as set forth in the Plan. In the event of the proposed dissolution or liquidation of us, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

In the event of a merger of us with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the Plan) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by us without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing.

In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and SARs, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award agreement or other written agreement between the Participant and us or any of its Subsidiaries or Parents, as applicable. In addition, if an Option or SAR is not assumed or substituted in the event of a merger or change in control, the Administrator will notify the Participant in writing or electronically that the Option or SAR will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or SAR will terminate upon the expiration of such period.

In the event of a Change in Control, with respect to Awards granted to an Outside Director, the Outside Directors will fully vest in and have the right to exercise Options and/or SARs as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award agreement or other written agreement between the Participant and us or any of its subsidiaries or parents.

All Awards under the Plan will be subject to recoupment under any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the Administrator may impose other clawback, recovery or recoupment provisions in an Award agreement as the Administrator determines necessary or appropriate.

If the Participant’s service to us or any of its affiliates as a service provider is terminated for any reason, then any Award which has not vested as of such time in accordance with its terms shall automatically be forfeited and cancelled and shall cease to vest, be exercisable or otherwise provide any benefit to Participant. This forfeiture provision may be amended in any Award agreement.

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Members of the Board or the Administrator and any of our officers or employees or any of our affiliates to whom authority to act for the Board, the Administrator or we are delegated will be indemnified by us against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by us) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith, intentional misconduct, dishonesty, willful default or fraud in duties.

The Plan is effective upon its adoption by the Board and will continue in effect for a term of 10 years from the date adopted by the Board, unless terminated as set forth in the Plan. The Administrator may at any time amend, alter, suspend or terminate the Plan. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award agreement is governed by the laws of the state of Florida, without regard to its conflict of law rules.

Outstanding Equity Awards as of December 31, 2023

The following table shows the number of shares covered by unvested equity awards held by the Company’s named executive officers on December 31, 2023.

Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date
Jason Matuszewski, CEO		450,000		1,800,000		1,800,000	$	2.00	October 24, 2032
Andrew Van Vurst, COO		450,000		1,800,000		1,800,000	$	2.00	October 24, 2032
Michael Fortunato, CFO		200,000		-		-	$	1.07	August 16, 2031
		-		100,000		-	$	2.99	January 3, 2033

Director Compensation

The following table presents the total compensation for each person who served as a non-employee director of the Company during the fiscal year ended December 31, 2023.

Name	Fees earned or paid in cash		Stock awards(1)(2)		Total
Brandon Poe	$	20,000	$	40,000	$	60,000
Kenneth Warrington	$	45,000	$	-	$	45,000
Thomas J. Dugan	$	20,000	$	40,000	$	60,000
Patrick Daly	$	30,000	$	30,000	$	60,000

(1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the fiscal 2023 grants, refer to our financial statements included elsewhere.

(2)The following table sets forth the aggregate number of unvested shares outstanding at December 31, 2023 for each of our non-employee directors.

Name	Aggregate Number of Unvested Stock Awards Outstanding at December 31, 2023
Brandon Poe		11,707
Kenneth Warrington	–
Thomas J. Dugan		11,611
Patrick Daly		7,661

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During 2023, we issued 20,070 shares of our common stock to Brandon Poe as compensation for his services as an independent director. During 2023, we paid $10,000 to Brandon Poe as compensation for his services as an independent director and $10,000 for his services as audit committee chair. During 2023, we issued 12,392 shares of our common stock and paid $20,000 in cash to Thomas J. Dugan as compensation for his services as an independent director. During 2023, we paid $45,000 to Ken Warrington as compensation for his services as an independent director. During 2023, we paid $30,000 to Patrick Daly as compensation for his services as an independent director.

Other than the foregoing, we did not pay any compensation or make any equity awards or non-equity awards to any of our directors during 2023. Directors may be reimbursed for travel and other expenses directly related to their activities as directors. Directors who serve as employees receive no additional compensation for their service as directors.

In September 2024, the Board approved a new director compensation program, which is comprised of the following types and levels of compensation.

Annual Equity Grant. Annually, with the first annual grant commencing on August 27, 2025, non-employee directors will receive an equity grant in the form of restricted stock units with a value equal to $130,000 at the date of issuance. Such award vests quarterly over the one-year period commencing on the grant date.

In addition, in September 2024, the Board approved a grant of restricted stock units to each non-employee current director with a value equal to $200,000 based on the closing price of the Company’s common stock on the OTC market, which shall vest quarterly over the course of three years following the grant date.

Retainer and Fees Paid in Cash. The annual retainer for non-employee directors is $50,000. Directors serving as members of a committee to the Board are entitled to additional annual retainers of $10,000. The chair of the Board, to the extent the chair is a non-employee director, is entitled to an additional retainer of $50,000, and the Chair of a committee of the Board is entitled to an additional retainer of $20,000. Non-employee directors are also reimbursed for incidental expenses associated with each Board or Committee meeting. Directors who are employees do not receive any additional compensation for their services as a director.

Agreements with Independent Directors

Independent Director Agreements

We expect to enter into Independent Director Agreements (each, a “Director Agreement”) with our remaining independent director, Kenneth Warrington, and any new independent directors, providing for certain matters related to each such person’s service as an independent director.

Pursuant to the Director Agreement, each independent director agrees to serve as an independent director and to devote as much time as is reasonably necessary to perform director’s duties as a director, including duties as a member of one or more committees of the Board, to which the director may hereafter be appointed. The director party to the Director Agreement agrees that he or she will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities to us or which is in violation of the reasonable policies established from time to time by us, provided that the foregoing will not limit the applicable director’s activities on behalf of any current employer and its affiliates the Board of Directors of any entities on which applicable director currently sits. The Director Agreements provide that the Board may require the resignation of the director if it determines that the director’s other business activity materially interferes with the performance of the Director’s duties, services and responsibilities to us.

The Director Agreements provide that the applicable director confirms that they are an “independent director” with respect to us (as such term has been construed under the Nasdaq Stock Exchange), and the director will also provide certain customary representations and warranties as to such director’s “accredited investor” status with respect to the receipt of any securities of ours.

Each Director Agreement provides the compensation payable to the applicable director, which is expected to be as follows: approximately $10,000 to $45,000 retainer per year. In addition, we may grant to director certain shares, options or other equity awards, as may be determined by the Board or a committee thereof, and the Director Agreement also provides that we will reimburse the applicable director for all reasonable out-of-pocket expenses incurred by the director in attending any in-person meetings or incurred in good faith in connection with the performance of the director’s duties for us.

The term of the Director Agreements continue until the director resigns or is removed in accordance with our Amended and Restated Articles of Incorporation, or the death of the director.

In September 2024, we amended the Director Agreements to remove the compensation provisions based on adopting the new director compensation program.

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Independent Director Agreement with Brandon Poe

On September 6, 2022, we entered into an Independent Director Agreement with Brandon Poe (the “Poe Agreement”) pursuant to which Mr. Poe agreed to serve as an Independent Director and to devote as much time as is reasonably necessary to perform his duties as a director, including duties as a member of one or more committees of the Board, to which he may be appointed. Pursuant to the Poe Agreement, Mr. Poe agreed that he will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities to us or which is in violation of the reasonable policies established from time to time by us, provided that the foregoing will not limit Mr. Poe’s activities on behalf of any current employer and the Board of Directors of any entities on which he currently sits. Pursuant to the Poe Agreement, the Board may require Mr. Poe’s resignation if it determines that his other business activity materially interferes with the performance of his duties, services and responsibilities to us.

The term of the Poe Agreement is from the date of execution until the earlier of such time as Mr. Poe resigns or is removed from his position or until his death. Pursuant to the Poe Agreement, we agreed to compensate Mr. Poe as follows: (i) $10,000 retainer annually in cash; (ii) $10,000 retainer in cash annually for each year that Mr. Poe serves as Chairman of the Audit Committee; (iii) $30,000 in shares of our common stock to be issued on the execution date of the Poe Agreement and on each annual anniversary, with the amount of shares to be determined by dividing $30,000 by the volume weighted average price (“VWAP”) of our common stock; and (iv) $10,000 in shares of common stock, with the amount of shares to be determined by dividing $30,000 by VWAP for each year that Mr. Poe serves as Chairman of the Audit Committee. The Poe Agreement also provides that we will reimburse Mr. Poe for all reasonable out-of-pocket expenses incurred by him during the term in attending any in-person meetings or incurred in good faith in connection with the performance of his duties for us.

Independent Director Agreement with Thomas J. Dugan

On December 8, 2023, we entered into an Independent Director Agreement with Thomas J. Dugan (the “Dugan Agreement”) pursuant to which Mr. Dugan agreed to serve as an Independent Director and to devote as much time as is reasonably necessary to perform his duties as a director, including duties as a member of one or more committees of the Board, to which he may be appointed. Pursuant to the Dugan Agreement, Mr. Dugan agreed to promptly notify us if he expects his other employment will in any way impact his independence.

The term of the Dugan Agreement is from the date of execution until the earlier of such time as Mr. Dugan resigns or is removed from his position or until his death. Pursuant to the Dugan Agreement, we agreed to compensate Mr. Dugan as follows: (i) $20,000 retainer annually in cash and (ii) $40,000 in shares of our common stock to be issued on the execution date of the Dugan Agreement and on each annual anniversary, with the amount of shares to be determined by dividing $40,000 by the VWAP of our common stock.

The Dugan Agreement also provides that we will reimburse Mr. Dugan for all reasonable out-of-pocket expenses incurred by him during the term in attending any in-person meetings or incurred in good faith in connection with the performance of his duties.

Independent Director Agreement with Patrick Daly

On December 16, 2023, we entered into an Independent Director Agreement with Patrick Daly (the “Daly Agreement”) pursuant to which Mr. Daly agreed to serve as an Independent Director and to devote as much time as is reasonably necessary to perform his duties as a director, including duties as a member of one or more committees of the Board, to which he may be appointed. Pursuant to the Daly Agreement, Mr. Daly agreed to promptly notify us if he expects this his other employment will in any way impact his independence. The term of the Daly Agreement is from the date of execution until the earlier of such time as Mr. Daly resigns or is removed from his position or until his death.

Pursuant to the Daly Agreement, we agreed to compensate Mr. Daly as follows: (i) $30,000 retainer annually in cash and (ii) $30,000 in shares of our common stock to be issued on the execution date of the Daly Agreement and on each annual anniversary, with the amount of shares to be determined by dividing $30,000 by the VWAP of our common stock. The Daly Agreement also provides that we will reimburse Mr. Daly for all reasonable out-of-pocket expenses incurred by him during the term in attending any in-person meetings or incurred in good faith in connection with the performance of his duties for us.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directors. No member of our board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.

Item 7. Certain Relationships and Related Transactions, and Director Independence

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Related Party Transactions

Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

We recognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of us and our shareholders.

The Audit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between us and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Audit Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

Convertible Notes with Related Parties

From time to time, we engage in transactions with related parties. On February 5, 2018 and October 4, 2018, the Company issued two promissory notes aggregating $300,000, to a shareholder and father of Jason Matuszewski, the Company’s CEO, at an interest rate of 8 percent per annum and a maturity date of December 31, 2022. The notes were amended on March 25, 2022, to extend the due date of the notes to December 31, 2023, and to include a provision to convert into shares of the Company’s common stock all amounts due under the note at $0.70 per share. On November 1, 2023, the lender elected to convert the unpaid principal and accrued interest of $368,427 into 526,325 shares of the Company's common stock.

Securities Issued to Related Parties

On October 31, 2023, we entered into a Note Exchange Agreement with Victor Matuszewski and Karen Matuszewski, who are the parents of Jason Matuszewski, our Chief Executive Officer and Director, pursuant to which they agreed to exchange the aggregate principal and accrued interest in the aggregate amount of $368,427 owed under (i) a Promissory Note dated as of October 4, 2018 and (ii) a Promissory Note dated as of February 5, 2018, in each case as amended on March 25, 2022, for 526,325 shares of our common stock.

Board Committees and Director Independence

Our common stock currently trades on the Pink tier of the OTC Marketplace under the symbol “BSEM.” We have applied to list our common stock on Nasdaq under the symbol “BSEM”. We cannot guarantee that we will be successful in listing our Common Stock on Nasdaq. In order to list our Common Stock on Nasdaq, we are required to comply with the Nasdaq standards including those relating to corporate governance, requiring, among other things, that:

● A majority of our Board of Directors to consist of “independent directors” as defined by the applicable rules and regulations of the Nasdaq Capital Market;

● The compensation of our executive officers to be determined, or recommended to the Board of Directors for determination, by independent directors constituting a majority of the independent directors of the Board in a vote in which only independent directors participate or by a Compensation Committee comprised of at least two independent directors as well as composed entirely of independent directors;

● That director nominees to be selected, or recommended to the Board of Directors for selection, by independent directors constituting a majority of the independent directors of the Board in a vote in which only independent directors participate or by a nomination committee comprised of at least two independent directors as well as composed entirely of independent directors; and

● Establishment of an audit committee with at least three independent directors as well as composed entirely of independent directors, where at least one of the independent directors qualifies as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Capital Market rules.

Under applicable rules of the Nasdaq Capital Market, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent

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judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. For purposes of the audit committee composition requirements, we must have at least one independent director on our audit committee at the time of listing on the Nasdaq Capital Market, at least two independent directors within 90 days of listing on the Nasdaq Capital Market and at least three independent directors within one year of listing on the Nasdaq Capital Market, where at least one of the independent directors qualifies as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Capital Market rule.

Our Board of Directors has affirmatively determined that four of its six directors, Brandon Poe, Kenneth Warrington, Thomas J. Dugan and Patrick Daly are independent directors. Therefore, more than a majority of the members of the Board of Directors consist of independent directors.

Committees of the Board of Directors

Audit Committee

We have established an audit committee, which consists of three independent directors, including Brandon Poe, Thomas Dugan and Patrick Daly. Mr. Poe qualifies as an audit committee financial expert under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Listing Rules. Mr. Poe is the chair of the audit committee. Our audit committee adopted a written charter, a copy of which will be posted on the Corporate Governance section of our website, at https://www.biostemtechnologies.com/.

Our audit committee is authorized to:

•approve and retain the independent auditors to conduct the annual audit of our financial statements;

•review the proposed scope and results of the audit;

•review and pre-approve audit and non-audit fees and services;

•review accounting and financial controls with the independent auditors and our financial and accounting staff;

•review and approve transactions between us and our directors, officers and affiliates;

•recognize and prevent prohibited non-audit services;

•establish procedures for complaints received by us regarding accounting matters; and

•oversee internal audit functions, if any.

Compensation Committee

We have established a compensation committee which consists of Patrick Daly, Kenneth Warrington and Brandon Poe, who are all independent directors. Patrick Daly serves as the chair of the compensation committee.

We have also adopted a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and Nasdaq.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee which consists of Kenneth Warrington, Patrick Daly and Thomas Dugan, who are all independent directors. Kenneth Warrington serves as the chair of the nominating and corporate governance committee.

We have also adopted a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the Nasdaq.

Item 8. Legal Proceedings

From time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods.

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On September 23, 2024, GMA submitted a Demand for Arbitration to the American Arbitration Association relating to the repayment of the Notes in the amount of $3,000,000 plus interest. For additional information, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

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Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters

Market Information

We have applied to list our common stock on Nasdaq under the symbol “BSEM”. We cannot guarantee that we will be successful in listing our common stock on Nasdaq, and our common stock may continue to trade only on the Pink tier of the OTC Marketplace under the symbol “BSEM.”

Our stock has been traded on the OTC and there can be no assurance that a liquid market for our common stock will ever develop. The tables below reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

As of September 24, 2024, the last reported sales price reported on the OTC Markets, Inc. for our common stock was $10.16 per share and we had 316 holders of record of our common stock. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions. As of August 30, 2024 there were 300 Series A-1 Convertible Preferred Shares issued and outstanding held by 3 holders and 5 Series B-1 Convertible Preferred Shares issued and outstanding held by 1 holder. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers or registered clearing agencies.

Holders

As of September 24, 2024, we had 16,338,436 shares of our common stock outstanding, and there were approximately 316 shareholders of record of our common stock. As of September 24, 2024, we had 300 Series A-1 Convertible Preferred Shares held by 3 holders and 5 Series B-1 Convertible Preferred Shares, held by one holder issued and outstanding.

Common and Preferred Stock

Our authorized capital stock consists of 975,000,000 shares of common stock and 25,000,000 shares of preferred stock, par value $0.001 per share. We have designated 300 shares of Series A-1 Convertible Preferred Shares and 500,000 shares of Series B-1 Convertible Preferred Shares.

Equity Compensation Plan Information

The table below sets forth information as of June 30, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)	(c)
Equity compensation plans approved by security holders
Stock Options	1,612,462	(1)	$3.61	1,490,231
Equity compensation plans not approved by security holders
Unvested Restricted Stock Units	64,481	(2)	$12.32	-
Stock Option Grants	380,000	(3)	$1.52	-
Market-Based Option Grants	4,500,000	(4)	$2.00	-
Total	6,556,943		$2.47	1,490,231

(1)Represents shares issuable under upon the exercise of common stock options to purchase 1,612,462 shares of common stock issued under or 2022 and 2021 Equity Incentive Plans.

(2)Represents shares issuable upon the settlement of the outstanding unvested Restricted Stock Units ("RSUs") with respect to 64,481 common stock shares. The fair value of the RSUs is based on the closing price of our common stock on the OTC market on the date of grant.

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(3)Represents shares issuable upon the exercise of 380,000 common stock options at a weighted average exercise price of $1.52 issued to a service provider and our Chief Financial Officer. These common stock options were not issued under our 2022 or 2021 Equity Incentive Plans.

(4)Represents shares issuable upon the exercise of 4,500,000 common stock options at an exercise price of $2.00 issued in October 2022 by the Board to our Chief Executive Officer and Chief Operating Officer, with vesting of options based on sustained market capitalization targets. These common stock options were not issued under our 2022 or 2021 Equity Incentive Plans.

Dividends

We have not declared any cash dividends since inception and do not anticipate paying any cash dividends in the foreseeable future. The payment of cash dividends is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit our ability to pay cash, or other, dividends on our common stock other than those generally imposed by applicable state law.

Item 10. Recent Sales of Unregistered Securities

The following information represents securities we sold since August 31, 2021, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.

Issuances Exempt Under Rule 701

The sales and issuances of the securities described below were made pursuant to exemptions from the registration requirement of the Securities Act pursuant to Rule 701 thereunder. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each recipient and the transfer agent affixed the appropriate legends. Each of the recipients of securities in any of the transactions described below either received or had adequate access, through their relationship with us and through our public filings, to information about us.

During the Year Ended December 31, 2021

Employees. From August 31, 2021 until December 31, 2021, we issued an aggregate of 266,824 shares of our common stock to a total of 18 employees as compensation for services provided.

Scientific Advisory Board. From August 31, 2021 until December 31, 2021, we issued an aggregate of 30,473 shares of our common stock to three members of our Scientific Advisory Board for scientific advisory board services.

Other Consultants. From August 31, 2021 until December 31, 2021, we issued an aggregate of 33,332 shares of our common to a service provider

During the Year Ended December 31, 2022

Employees. During the year ended December 31, 2022, we issued an aggregate of 66,668 shares of our common stock to an employee as compensation for services provided and 25,000 shares of our common stock to Michael Fortunato, our Chief Financial Officer, as compensation for services provided. In addition, we issued: (i) 298,621 shares of our common stock to Henry Van Vurst, a shareholder and father of our COO, upon a conversion of $209,035 of unpaid salary; (ii) 339,286 shares of our common stock to John Radtke, our former head of sales, upon a conversion of unpaid salary; (iii) 550,631 shares of our common stock to Andrew Van Vurst, our COO and Director, upon a conversion of $385,442 of unpaid salary; and (iv) 550,631 shares of our common stock to Jason Matuszewski, our CEO and Director, upon a conversion of $385,442 of unpaid salary.

Directors. During the year ended December 31, 2022, we issued an aggregate of 13,808 shares of our common stock to Brandon Poe as compensation for his services as a non-employee director.

Scientific Advisory Board. During the year ended December 31, 2022, we issued an aggregate of 23,924 shares of our common stock to three members of our Scientific Advisory Board for scientific advisory board services.

Other Consultants. During the year ended December 31, 2022, we issued an aggregate of 13,331 shares of our common stock to a law firm as compensation for legal services.

During the Year Ended December 31, 2023

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Directors. During the year ended December 31, 2023, we issued an aggregate of 40,451 shares of our common stock to three of our non-employee directors as compensation for their services as non-employee directors.

Scientific Advisory Board. During the year ended December 31, 2023, we issued an aggregate of 16,614 shares of our common stock to members of our Scientific Advisory Board for scientific advisory board services.

Other Consultants. During the year ended December 31, 2023, we issued an aggregate of 255,047 shares of our common stock to legal, marketing and other service providers as compensation for their services.

2024 Year to Date

Employees. Since January 1, 2024, we issued an aggregate of 615,000 options to purchase shares of our common stock to 24 employees. The total grant date fair value of the options was $4,365,700 and the options vest over four years. In addition, the second and third Sustained Market Capitalization targets were met for the CEO and COO market-based stock option award resulting in the vesting of a total of 1,800,000 options for the six months ended June 30, 2024.

Scientific Advisory Board. Since January 1, 2024, we issued an aggregate of 2,166 shares of our common stock to three members of our Scientific Advisory Board for scientific advisory board services.

Other Consultants. Since January 1, 2024, we issued 60,000 shares of our common stock to our investor relations firm as compensation for their services. In conjunction with this issuance, we also issued to the investor relations firm fully vested warrants to purchase 50,000 shares, 50,000 shares and 100,000 shares of common stock with exercise prices of $4.00, $5.00 and $6.00, respectively, and exercise period of five years.

Issuances Related to Capital Raising Activities

The sales and issuances of the securities described below were made pursuant to the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate access to sufficient information about us to make an informed investment decision.

On May 25, 2021, we issued 50,000 shares of our common stock to one investor at a price of $1.00 per share. We used the proceeds for working capital and to fund general operations.

On June 1, 2021, we issued 50,000 shares of our common stock to one investor at a price of $2.00 per share. We used the proceeds for working capital and to fund the general operations.

On September 15, 2021, we issued 25,000 shares of our common stock to one investor at a price of $1.00 per share. We used the proceeds for working capital and to fund general operations.

On December 23, 2021, we issued 130,440 shares of our common stock pursuant to a conversion of a promissory note.

From May 25, 2021 to September 21, 2021, we completed private sales of 125,000 common stock units at $1.00 per unit for gross proceeds of $125,000. Each unit consisted of one share of common stock and one common stock purchase warrant at an exercise price of $2.00. The warrants have a five-year term. We used the proceeds for working capital and to fund general operations.

On March 29, 2022, we issued 141,090 shares of our common stock pursuant to a conversion of a promissory note.

On July 29, 2022, we issued 343,877 shares of our common stock pursuant to a conversion of a promissory note.

On August 10, 2022, we issued 50,000 shares of our common stock to one investor at a price of $2.80 per share. We used the proceeds for working capital and to fund general operations.

On February 8, 2023, we issued 500,000 shares of our common stock to repurchase a non-controlling 10% interest in our wholly owned operating subsidiary, Blue Tech Industries, Inc.

On February 28, 2023, we issued 252,357 shares of our common stock pursuant to a conversion of a promissory note.

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On September 13, 2023, we issued 60,000 shares of our common stock at a price of $2.15 per share to one investor. We used the proceeds for working capital and to fund general operations.

From March 13, 2023, to October 30, 2023, we completed private sales of 249,333 shares of our common stock at a price of $1.50 per share to 18 investors. We used the proceeds for working capital and to fund general operations.

On October 31, 2023, we entered into a Note Exchange Agreement with Victor Matuszewski and Karen Matuszewski, pursuant to which the Matuszewskis agreed to exchange the aggregate principal and accrued interest in the aggregate amount of $368,427 owed under (i) a Promissory Note dated as of October 4, 2018 and (ii) a Promissory Note dated as of February 5, 2018, in each case as amended on March 25, 2022 for 526,325 shares of our common stock.

On November 1, 2023, we issued 200,000 shares of our common stock pursuant to the exercise of a common stock purchase warrant with an exercise price of $1.50 per share.

On November 3, 2023, we closed a private placement of our common stock to accredited investors for an aggregate of 1,337,000 units at a price of $1.50 per unit for gross proceeds of $2 million. Each unit consists of one common stock share and one common share purchase warrant at $1.50 per share and $2.00 per warrant. We intend to use the net proceeds from this private placement to complete clinical trials to support product performance, expand brand awareness and product distribution, and execute product pipeline plans.

On November 9, 2023, we entered into a Note Exchange Agreement with Jeffrey Meilander, pursuant to which Mr. Meilander agreed to exchange a Convertible Promissory Note dated as of August 16, 2016 as amended on December 27, 2018, March 17, 2019, May 17, 2019 and March 31, 2023 with $473,350.34, being all of the principal amount and accrued interest owed to Meilander pursuant to the note for 676,215 shares of our common stock.

On December 23, 2023, we issued 37,500 shares of common stock pursuant to the exercise of a common stock purchase warrant with an exercise price of $2.00 per share.

From May 1, 2023, to October 21, 2023, 373,135 warrants were issued with a note payable, 150,000 warrants were issued in connection with a legal settlement, and 1,337,000 warrants were issued in connection with a private placement of common stock and common stock warrant units for cash. As of December 31, 2023, warrants outstanding consist primarily of warrants to service providers, warrants issued with debt, warrants issued in a legal settlement and warrants issued with the sale of units in a private placement. During the year ended December 31, 2022, 50,000 warrants were issued in connection with the sale of common stock.

On January 4, 2024, we issued 2,942 shares of our common stock pursuant to the conversion of a promissory note.

On January 8, 2024, we issued 12,500 shares of our common stock pursuant to the exercise of a common stock purchase warrant with an exercise price of $2.00 per share.

On January 30, 2024, we issued 50,000 shares of our common stock pursuant to the exercise of a common stock purchase warrant with an exercise price of $2.00 per share.

On February 6, 2024, we issued 25,000 shares of our common stock pursuant to the exercise of a common stock purchase warrant with an exercise price of $2.00 per share.

On April 5, 2024, we agreed to repurchase 117,359 shares of common stock for $1.00 that had been previously issued to a service provider. As of the repurchase date, we and the service provider agreed to release all claims with no restrictions.

In July and August 2024, the Company issued 50,000 shares of its common stock to three holders of common stock purchase warrants in exchange for a total of approximately $100,000 in cash.

Item 11. Description of Registrant’s Securities to be Registered

General

Our authorized capital stock consists of 975,000,000 shares of common stock and 25,000,000 shares of preferred stock, par value $0.001 per share. We have designated 300 shares of Series A-1 Convertible Preferred Shares and 500,000 shares of Series B-1 Convertible Preferred Shares. As of June 30, 2024, there were 16,287,139 shares of our common stock issued and outstanding and 300 Series A-1 Convertible Preferred Shares and 5 Series B-1 Convertible Preferred Shares issued and outstanding.

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Prior to listing on Nasdaq, we expect to adopt further amended and restated articles of incorporation and bylaws to reflect our status as a Nasdaq-listed company registered with the SEC.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the shareholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by the Board of Directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by shareholders must be approved by a majority (or, in the case of contested election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing 33.33% of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our shareholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Amended and Restated Articles of Incorporation. Our Amended and Restated Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by the Board of Directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by the Board of Directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by the Board of Directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock, according to their interests, will be entitled to receive all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

The Board of Directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Board of Directors is authorized, within any limitations prescribed by law and our Amended and Restated Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:

(1) The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;

(2) The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;

(3) Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(4) Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

(5) Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(6) Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(8) Whether that series will have the right to subscribe for or to purchase any of our securities or any securities of any other corporation or entity; and

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(9) Any other relative rights, preferences and limitations of that series.

Series A-1 Convertible Preferred Shares

We have designated 300 shares of preferred stock with a par value of $0.001 as “Series A-1 Convertible Preferred Shares”. The Series A-1 Convertible Preferred Shares entitle their holders to a number of votes equal to the number of shares issuable upon conversion times 2,000,000 granting the holders of Series A-1 Convertible Preferred Shares, as a group, effective control of us. There are no voting, shareholder, or other agreements between the holders of the Series A-1 Convertible Preferred Shares to vote together as a group.

Each Series A-1 Convertible Preferred Shares are convertible, at the option of the holders, or automatically upon a Qualified Public Offering resulting in gross proceeds to us of not less than $30 million, in whole but not in part, into shares of common stock.

Holders of Series A-1 Convertible Preferred Shares are not entitled to receive dividends, out of assets legally available thereof, prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation.

Series B-1 Convertible Preferred Shares

We have designated 500,000 shares of preferred stock with a par value of $0.001 as “Series B-1 Convertible Preferred Shares”. The Series B-1 Convertible Preferred Shares entitle their holders to votes equal to the number of shares issuable upon conversion.

Each Series B-1 Convertible Preferred Share is convertible, at the option of the holders, or automatically upon a qualified public offering resulting in gross proceeds to us of not less than $30 million, in whole but not in part, into six shares of common stock.

The Series B-1 Convertible Preferred Shares shall be entitled to receive an annual dividend, payable in newly issued common stock, in an amount equal to ten percent of the number of then existing Series B-1 Convertible Preferred Shares issued and outstanding prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation. This dividend shall be cumulative.

Anti-Takeover Effects of Certain Provisions of Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws

Provisions of our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in an improvement of their terms.

Vacancies. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause may be filled by a majority of the remaining directors on the Board.

Bylaws. Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws authorizes the Board of Directors to adopt, repeal, rescind, alter or amend our bylaws without shareholder approval.

Removal. Except as otherwise provided, a director may be removed from office only by the affirmative vote of the holders of not less two thirds of the voting power of the issued and outstanding stock entitled to vote.

Calling of Special Meetings of Shareholders. Our Amended and Restated Bylaws provide that special meetings of shareholders for any purpose or purposes may be called at any time only by the Board.

Effects of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of authorized but unissued common stock and undesignated preferred stock may be to enable the Board of Directors to make more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the Board of Directors without shareholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent shareholder group, by putting a substantial voting block in institutional or other hands that might undertake

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to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

In addition, our Amended and Restated Articles of Incorporation grant the Board of Directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of us.

Cumulative Voting. Our Amended and Restated Articles of Incorporation, do not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.

Choice of Forum. Article XIX our Amended and Restated Articles of Incorporation, and Section 7.4 of our Amended and Restated Bylaws, provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts of the State of Florida will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our shareholders, (iii) an action asserting a claim arising pursuant to any provision of the Florida Business Corporation Act, or (iv) any action asserting a claim governed by the internal affairs doctrine. Additionally, pursuant to Article XIX our Amended and Restated Articles of Incorporation and Section 7.4 of our Amended and Restated Bylaws, the prevailing parties of any such actions will be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. However, these forum clauses will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than state and federal courts in the State of Florida. For instance, these exclusive forum provisions will not apply to actions arising under federal securities laws, including suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or the rules and regulations thereunder. These provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act. It is possible that a court of law could rule that choice of forum provision is inapplicable or unenforceable if challenged in a proceeding or otherwise. Therefore, these exclusive forum provisions will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations. These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the state or federal court in the State of Florida could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Florida. The state or federal court of the State of Florida may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of similar exclusive forum provisions in other companies’ articles of incorporation and bylaws have been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

Other Securities to be Registered

None.

Transfer Agent

The transfer agent and registrar, for our common stock is VStock Transfer, LLC.

The transfer agent and registrar’s address is at 18 Lafayette Place, Woodmere, New York 11598. The transfer agent’s telephone is (212) 828-8436.

Item 12. Indemnification of Directors and Officers

We were organized under the laws of the State of Florida and are subject to the Florida Business Corporation Act, or the FBCA. Subject to the procedures and limitations stated therein Section 607.0831 of the FBCA provides that a director is not personally liable for monetary damages to the corporation or any person for any statement, vote, decision or failure to act, regarding corporate management or policy, by a director unless (a) the director breached or failed to perform his duties as a director and (b) the director’s breach of, or failure to perform, those duties constitutes: (i) a violation of criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (iii) a circumstance under which the liability provisions of Section 607.0834 of the FBCA, relating to a director’s liability for voting in favor of or assenting to an unlawful distribution, are applicable; (iv) in a proceeding by, or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or (v) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton or willful disregard of human rights, safety or property.

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Subject to the procedures and limitations stated therein, Section 607.0850(1) of the FBCA empowers a Florida corporation, such as us, to indemnify any person who was or is a party to any proceeding (other than any action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 607.0850(2) of the FBCA also empowers a Florida corporation, such as us, to indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Sections 607.0850(1) or 607.0850(2) of the FBCA, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.

The indemnification and advancement of expenses provided pursuant to Section 607.0850 of the FBCA, our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide that are not exclusive, and a corporation may make any other or further indemnification of or advancement of expenses to any of its directors, officers, employees or agents under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, a director, officer, employee or agent is not entitled to indemnification or advancement of expenses if a judgment or other final adjudication establish that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the FBCA, relating to a director’s liability for voting in favor of or assenting to an unlawful distribution, are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide that we shall, to the fullest extent permitted by Section 607.0850 of the FBCA, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under Section 607.0850 of the FBCA from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 607.0850 of the FBCA. Further, the indemnification provided for in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws is not exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Pursuant to our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, we plan to maintain an insurance policy covering directors and officers under which the insurer agrees to pay, subject to certain exclusions, for any claim made against our directors and officers for a wrongful act for which they may become legally obligated to pay or for which we are required to indemnify our directors and officers.

We also have director’s and officer’s insurance which protects each of our directors and officers from liability for actions taken in their capacity as directors or officers. This insurance may provide broader coverage for such individuals than may be required by the provisions of the Amended and Restated Articles of Incorporation.

Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 13. Financial Statements and Supplementary Data

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Our audited financial statements for the fiscal years ended December 31, 2023 and 2022 are included here on pages F-15 through F-39 and were audited by Marcum LLP. Our unaudited financial statements for the three and six months ended June 30, 2024 and 2023 are included hereto as F-2 through F-13.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 15. Financial Statements and Exhibits

(a) Financial Statements.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Interim Financial Statements as of and for the three and six months ended June 30, 2024:
F-2	Consolidated Balance Sheets
F-3	Consolidated Statements of Operations
F-4	Consolidated Statement of Stockholders’ Equity (Deficit)
F-6	Consolidated Statements of Cash Flows
F-7	Notes to Unaudited Consolidated Financial Statements

Audited Financial Statements as of and for the years ended December 31, 2023 and 2022:
F-19	Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688)
F-20	Consolidated Balance Sheets
F-21	Consolidated Statements of Operations
F-22	Consolidated Statement of Stockholders’ Equity (Deficit)
F-23	Consolidated Statements of Cash Flows
F-24	Notes to Consolidated Financial Statements

F-1

BioStem Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

	June 30, 2024			December 31, 2023
	(unaudited)
Current Assets
Cash	$	6,572,126		$	239,406
Accounts receivable, net		78,190,570			11,371,730
Inventory, net		1,370,749			658,678
Prepaid expenses and other assets		1,849,542			329,239
Total current assets		87,982,987			12,599,053
Long-Term Assets
Property and equipment, net		1,443,677			1,154,856
Construction-in-process		43,423			202,700
Right-of-use asset, net		318,334			11,443
Intangible assets, net		285,870			347,604
Goodwill		244,635			244,635
Other assets		867,069			-
Total assets	$	91,185,995		$	14,560,291
Current Liabilities
Accounts payable and accrued expenses	$	8,077,526		$	1,391,711
Bona fide services fee payable (Note 4)		60,792,973			7,787,211
Accrued interest		1,829,534			1,697,787
Short-term finance lease		-			8,988
Operating lease liabilities		99,567			-
Notes payable, net of discount		4,083,660			4,445,782
Other current liabilities		587,054			289,409
Total current liabilities		75,470,314			15,620,888
Long-Term Liabilities
Operating lease liabilities, less current portion		235,598			-
Finance lease liabilities, less current portion		-			3,294
Notes payable, less current portion		142,437			265,635
Other long-term liabilities, less current portion		-			14,850
Total long-term liabilities		378,035			283,779
Total liabilities		75,848,349			15,904,667
Commitments and contingencies (Note 10)
Stockholders' Equity (Deficit)
Series A-1 convertible preferred stock, $0.001 par value authorized, 300 shares; issued and outstanding, 300 shares as of June 30, 2024 and December 31, 2023.		-			-
Series B-1 convertible preferred stock, $0.001 par value authorized, 500,000 shares; issued and outstanding 5 shares as of June 30, 2024 and December 31, 2023.		-			-
Common stock, $0.001 par value authorized, 975,000,000 shares issued and outstanding 16,287,139 and 16,214,390 shares as of June 30, 2024 and December 31, 2023.		16,288			16,215
Additional paid-in capital		51,445,401			44,306,872
Treasury stock, 18,000 shares at cost		(43,346	)		(43,346	)
Accumulated deficit		(36,080,697	)		(45,624,117	)
Total stockholders' equity (deficit)		15,337,646			(1,344,376	)
Total liabilities and stockholders' equity (deficit)	$	91,185,995		$	14,560,291

See the Condensed Notes to the Unaudited Consolidated Financial Statements

F-2

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue, net	$	74,491,996		$	1,068,400		$	116,396,209		$	1,644,503
Cost of goods sold		3,747,896			206,104			5,972,600			307,253
Gross profit		70,744,100			862,296			110,423,609			1,337,250
Operating expenses:
Sales and marketing expenses		58,997,880			590,975			89,549,433			1,095,373
General and administrative expenses		2,787,822			2,863,787			7,183,774			6,169,423
Research and development expenses		85,154			60,904			155,901			130,632
Depreciation and amortization expense		54,113			60,018			107,778			118,363
Total operating expenses		61,924,969			3,575,684			96,996,886			7,513,791
Income (loss) from operations		8,819,131			(2,713,388	)		13,426,723			(6,176,541	)
Other income (expense):
Interest expense		(219,051	)		(143,040	)		(382,993	)		(263,466	)
Other income (expense)		(115	)		1,402			(1,686	)		4,893
Other expense, net		(219,166	)		(141,638	)		(384,679	)		(258,573	)
Income (loss) from operations before income taxes		8,599,965			(2,855,026	)		13,042,044			(6,435,114	)
Income tax expense		(2,313,937	)		-			(3,498,624	)		-
Net income (loss)	$	6,286,028		$	(2,855,026	)	$	9,543,420		$	(6,435,114	)
Basic net income (loss) per share attributable to common stockholders	$	0.39		$	(0.22	)	$	0.59		$	(0.50	)
Diluted net income (loss) per share attributable to common stockholders	$	0.30		$	(0.22	)	$	0.46		$	(0.50	)
Basic weighted average common shares outstanding		16,296,689			13,259,109			16,306,640			12,917,247
Diluted weighted average common shares outstanding		20,919,096			13,259,109			20,657,707			12,917,247

See the Condensed Notes to the Unaudited Consolidated Financial Statements

F-3

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)

	Series A-1				Series B-1				Common Stock
Three Months Ended June 30, 2024	Shares		Amount		Shares		Amount		Shares			Amount			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance as of March 31, 2024		300	$	-		5	$	-		16,343,496		$	16,344		$	47,850,007	$	(43,346	)	$	(42,366,725	)	$	5,456,280
Stock based compensation-stock options		-		-		-		-		-			-			746,817		-			-			746,817
Issuance of common stock for services		-		-		-		-		1,002			1			44,621		-			-			44,622
Issuance of common stock and warrants for prepaid services		-		-		-		-		60,000			60			2,803,840		-			-			2,803,900
Common stock repurchased and retired		-		-		-		-		(117,359	)		(117	)		116		-			-			(1	)
Net income		-		-		-		-		-			-			-		-			6,286,028			6,286,028
Balance as of June 30, 2024		300	$	-		5	$	-		16,287,139		$	16,288		$	51,445,401	$	(43,346	)	$	(36,080,697	)	$	15,337,646

	Series A-1				Series B-1				Common Stock
Three Months Ended June 30, 2023	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance as of March 31, 2023		300	$	-		5	$	-		13,105,186	$	13,106	$	36,191,326	$	(43,346	)	$	(40,721,221	)	$	(4,560,135	)
Stock based compensation-stock options		-		-		-		-		-		-		1,158,507		-			-			1,158,507
Issuance of common stock for services		-		-		-		-		62,052		62		202,463		-			-			202,525
Issuance of common stock for cash		-		-		-		-		109,333		109		163,891		-			-			164,000
Issuance of shares and warrants in legal settlement		-		-		-		-		200,000		200		639,300		-			-			639,500
Warrant issued with note payable		-		-		-		-		-		-		305,310		-			-			305,310
Net loss		-		-		-		-		-		-		-		-			(2,855,026	)		(2,855,026	)
Balance as of June 30, 2023		300	$	-		5	$	-		13,476,571	$	13,477	$	38,660,797	$	(43,346	)	$	(43,576,247	)	$	(4,945,319	)

See the Condensed Notes to the Unaudited Consolidated Financial Statements

F-4

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)

	Series A-1				Series B-1				Common Stock
Six Months Ended June 30, 2024	Shares		Amount		Shares		Amount		Shares			Amount			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance as of December 31, 2023		300	$	-		5	$	-		16,214,390		$	16,215		$	44,306,872	$	(43,346	)	$	(45,624,117	)	$	(1,344,376	)
Stock based compensation-stock options		-		-		-		-		-			-			3,932,101		-			-			3,932,101
Issuance of common stock for services		-		-		-		-		2,166			2			137,385		-			-			137,387
Conversion of debt and accrued interest to common stock		-		-		-		-		2,942			3			15,207		-			-			15,210
Issuance of common shares for cash received on warrant exercises		-		-		-		-		125,000			125			249,880		-			-			250,005
Issuance of common stock and warrants for prepaid services		-		-		-		-		60,000			60			2,803,840		-			-			2,803,900
Common stock repurchased and retired		-		-		-		-		(117,359	)		(117	)		116		-			-			(1	)
Net income		-		-		-		-		-			-			-		-			9,543,420			9,543,420
Balance as of June 30, 2024		300	$	-		5	$	-		16,287,139		$	16,288		$	51,445,401	$	(43,346	)	$	(36,080,697	)	$	15,337,646

	Series A-1				Series B-1				Common Stock
Six Months Ended June 30, 2023	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Deficit			Noncontrolling Interest			Total Stockholders' Equity (Deficit)
Balance as of December 31, 2022		300	$	-		5	$	-		12,161,047	$	12,162	$	33,095,921	$	(43,346	)	$	(37,141,133	)	$	126,444		$	(3,949,952	)
Stock based compensation-stock options		-		-		-		-		-		-		3,463,661		-			-			-			3,463,661
Issuance of common stock for services		-		-		-		-		113,834		114		404,805		-			-			-			404,919
Issuance of common stock for cash		-		-		-		-		249,333		249		373,751		-			-			-			374,000
Conversion of debt and accrued interest to common stock		-		-		-		-		252,357		252		252,105		-			-			-			252,357
Issuance of shares for purchase of noncontrolling interest		-		-		-		-		500,000		500		125,944		-			-			(126,444	)		-
Issuance of shares and warrants in legal settlement		-		-		-		-		200,000		200		639,300		-			-			-			639,500
Warrant issued with note payable		-		-		-		-		-		-		305,310		-			-			-			305,310
Net loss		-		-		-		-		-		-		-		-			(6,435,114	)		-			(6,435,114	)
Balance as of June 30, 2023		300	$	-		5	$	-		13,476,571	$	13,477	$	38,660,797	$	(43,346	)	$	(43,576,247	)	$	-		$	(4,945,319	)

See the Condensed Notes to the Unaudited Consolidated Financial Statements

F-5

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	9,543,420		$	(6,435,114	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation expense		46,044			55,730
Amortization expense		61,734			58,245
Amortization of debt discount		172,886			-
Amortization of right-of-use asset		33,510			-
Stock-based compensation - stock options		3,932,101			3,463,661
Issuance of common stock for services		137,387			404,919
Stock and warrants issued for legal settlement		-			639,500
Amortization of prepaid services paid with common stock warrants		389,849			-
Provision for credit losses		175,000			-
Changes in operating assets and liabilities:
Accounts receivable		(66,993,840	)		(128,131	)
Inventory		(712,071	)		(103,052	)
Prepaid expenses and other assets		26,679			(4,955	)
Accounts payable and accrued expenses		6,685,815			259,818
Accrued interest		131,747			149,321
Bona fide service fee payable		53,005,762			-
Other current liabilities		270,513			14,892
Other long-term liabilities		(5,236	)		-
Net cash provided by (used in) operating activities		6,901,300			(1,625,166	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(175,588	)		(64,749	)
Purchases of assets		-			(105,000	)
Net cash used in investing activities		(175,588	)		(169,749	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable		-			1,080,230
Repayments on notes payable		(642,996	)		(103,353	)
Repayments on finance leases		-			(4,384	)
Issuance of common stock for cash		-			374,000
Issuance of common stock for warrant exercise		250,005			-
Common stock repurchased		(1	)		-
Net provided by (used in) financing activities		(392,992	)		1,346,493
Cash, cash equivalents:
Net change during the period		6,332,720			(448,422	)
Balance, beginning of period		239,406			772,136
Balance, end of period	$	6,572,126		$	323,714
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	78,360		$	116,502
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debt and accrued interest to shares of common stock	$	15,210		$	252,357
Issuance of shares for repurchase of noncontrolling interest	$	-		$	126,444
Issuance of common stock and warrants for prepaid services	$	2,803,900		$	-
Right-of-use asset and liability	$	340,401		$	-
Warrant issued with note payable	$	-		$	305,310
Construction-in-process transferred to property and equipment	$	159,277		$	-

See the Condensed Notes to the Unaudited Consolidated Financial Statements

F-6

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

Note 1 - Organization and Description of Business

BioStem Technologies, Inc. (hereinafter “the Company”), was incorporated as Aladdin & Company Trading in Utah on July 7, 2006. Aladdin & Company Trading later changed its name to Caribbean Casino & Gaming Corporation and re-domiciled in Florida on March 2, 2009. On January 7, 2013, Caribbean Casino & Gaming Corporation changed its name to Caribbean International Holdings, Inc. On August 28, 2014, the Company changed its name to BioStem Technologies, Inc.

Since 2018, the Company’s primary business is the development, manufacture, and sale of tissue allografts for the advanced wound care market with a focus on the treatment of diabetic, pressure and venous ulcers. The Company markets and distributes products to medical professionals, such as podiatrists and plastic surgeons, indirectly through distributors and, to a lesser extent, through direct and contract salesforces.

The Company’s fiscal year end is December 31.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair statement of the Company’s consolidated financial position and results of operations for the periods presented. Certain information and disclosures included in these interim consolidated financial statements have been condensed or omitted pursuant to the U.S. Securities and Exchange Commission ("SEC”) rules. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2023, as filed with the Over-the-Counter (“OTC”) Market on April 24, 2024. The results for the six month periods ended June 30, 2024 and 2023, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or periods.

The accompanying consolidated financial statements are prepared in accordance with US GAAP and include the accounts of BioStem Technologies, Inc. and all its wholly- owned subsidiaries BioStem Life Sciences, Inc. and Nesvik Pharmaceuticals, Inc, which is currently inactive. All intercompany transactions have been eliminated in consolidation.

Prior to January 2023 the Company owned a controlling interest (90%) in an operating subsidiary, Blue Tech Industries, Inc. (d/b/a BioStem Life Sciences, Inc. or “BSLS”). In January 2023, the Company repurchased the remaining 10% noncontrolling interest (“NCI”) in exchange for common stock of the Company. In June 2024, the Company created Auxocell Operations Inc (“Auxocell”), a new subsidiary 100% owned by BioStem Technologies. Auxocell is domiciled in Nevada and holds all of the assets acquired in the Auxocell asset acquisition (see Note 7).

Use of Estimates

The preparation of these interim unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to the estimated fair value of stock-based payments, and the valuation of deferred tax assets.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

Risks and Uncertainties

The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory, and other risks including the potential risk of business failure.

F-7

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others: (i) the uncertainty associated with the commercialization and ultimate success of the Company’s products; (ii) competition inherent in the markets where products are expected to be sold; (iii) general economic conditions; and (iv) the related volatility of prices pertaining to the cost of sales.

The Company has a high customer concentration in which our revenue and accounts receivable come from a limited number of customers. Accordingly, each year there may be a small number of customers from whom we generate our revenue. These customers may not be repeat purchasers and in each year it may be a different single purchaser or small number of purchasers from which we generate a large percentage of our revenues. The Company relies on these purchasers and there is a risk that these purchasers may be unable to make payment under their obligations to us, thereby affecting our revenues.In September 2023, the Company executed a distribution and services agreement with a large medical distributor located in the United States for the distribution of the Company’s Amnio Wrap 2 products. During the three and six months ended June 30, 2024, this customer accounted for approximately 99% of our total revenues (see Note 4).

Summary of Significant Accounting Policies

The significant accounting policies applied in the Company’s audited financial statements, as disclosed in its annual financial report filed with the OTC on April 24, 2024, are applied consistently in these unaudited interim consolidated financial statements.

Recently Issued and Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This standard was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years with early adoption permitted. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of Topic 326. Topic 326 was effective for the Company beginning January 1, 2023. The Company adopted this ASU January 1, 2023 and it did not have a significant impact on its consolidated financial statements and related disclosures.

Note 3 - Inventory

Inventory is stated at the lower of cost or estimated net realizable value. Inventory cost is determined by the first-in, first-out (“FIFO”) basis. Inventory costs include raw materials, labor and operating overhead which includes supplies, depreciation and amortization of leased lab equipment and other related costs.

The Company performs an assessment of the recoverability of inventory cost during each reporting period, and it provides an allowance for slow-moving, excess, and obsolete inventories to their estimated net realizable value in the period in which the need for an allowance is first identified. Such impairment charges are recorded within cost of goods sold. During the three and six months ended June 30, 2024 and 2023, the Company did not record any such impairments.

The table below presents the Company’s inventory values, by category, as of June 30, 2024 and December 31, 2023, respectively:

	June 30, 2024		December 31, 2023
Raw Materials	$	290,385	$	69,473
Finished Goods		1,080,364		589,205
Total-net realizable value	$	1,370,749	$	658,678

Note 4 - Revenue Recognition

The Company records revenue from product sales in accordance with ASC 606 (“ASC 606”), Revenue from Contracts with Customers.

The Company recognizes revenue from product sales at a point in time when control of the Company’s product has transferred to the customer, which generally occurs upon shipment. Shipping and handling costs are included as a component of revenue. Shipping and handling costs are passed through to customers with an equal offsetting amount included in cost of goods sold.

F-8

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for the product, which is generally fixed. Based on prior experience, and the nature of the product, variable consideration resulting from product discounts is not material.

Returns from customers are not accepted. Accordingly, there is no provision for sales returns recorded for any period presented.

Distribution and Services Agreement

In September 2023, the Company executed a distribution and services agreement (“D&S Agreement”) with a large medical distributor located in the United States (the “Distributor”) for the distribution of the Company’s Amnio Wrap 2 (“AW2”) products. The Company licenses the rights to manufacture and commercialize AW2 from an unrelated party and in conjunction with the licensing arrangement, pays a per square centimeter license fee for all AW2 products sold by the Distributor.

The Distributor purchases the AW2 products from the Company at a fixed fee per square centimeter (“Sales Price”) with no right of return. Separately, the Distributor invoices the Company monthly for distinct sales, marketing and distribution services it provides on behalf of the Company (“Bona Fide Services Fee or BFSF”).

The BFSF is consideration payable to the Distributor for a distinct service the Distributor is providing to the Company. In accordance with ASC 606-10-32-26, such distinct services provided by a customer are accounted for in the same way that other purchases from suppliers would be accounted for. If the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price.

The Company has determined that the fair value of the BFSF does not exceed the consideration paid to the Distributor for these services. Therefore, the Company records, as revenue, the Sales Price per cm2 for all AW2 products sold to the Distributor upon shipment and recognizes the BFSF as an operating expense within sales and marketing expenses.

During the three and six months ended June 30, 2024, revenues earned from the sale of AW2 under the distribution and services agreement were $74,423,600 and $115,558,500, respectively, and BFSF was $57,952,327 and $87,792,126, respectively, which is included in sales and marketing expenses on the consolidated statement of operations. During the three and six months ended June 30, 2024, we incurred license fees for the AW2 products sold by the Distributor of $2,933,800 and $4,751,200, respectively, which are included in cost of goods sold on the consolidated statements of operations. We did not incur such revenues or expenses during the three and six months ended June 30, 2023.

As of June 30, 2024 and December 31, 2023, accounts receivable due under this arrangement were $78,073,127 and $11,126,598, respectively, and amounts due to the Distributor for BFSF were $60,792,973 and $7,787,211, respectively, which has been presented as Bona Fide Services Fee payable on the consolidated balance sheets. The BFSF is paid upon receipt of outstanding accounts receivable. As of June 30, 2024 and December 31, 2023, accrued license fees were $3,097,950 and $521,475, respectively, which has been presented within accounts payable and accrued expenses on the consolidated balance sheets.

Disaggregation of Revenue

The following table provides information about revenue disaggregated by major products categories:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Membrane product net revenue	$	74,491,996	$	304,165	$	115,708,803	$	323,315
Cord product net revenue		-		764,235		687,406		1,321,488
Total Net Revenue	$	74,491,996	$	1,068,400	$	116,396,209	$	1,644,803

Contract Balances

The following table provides information about the Company’s accounts receivable and contract liabilities from contracts with customers as of June 30, 2024 and December 31, 2023:

	June 30, 2024		December 31, 2023
Accounts receivable, net	$	78,190,570	$	11,371,730
Contract liabilities	$	8,812	$	8,731

F-9

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

Accounts receivable represent the Company’s unconditional rights to consideration for product shipped. Contract liabilities represent amounts collected from customers upfront upon placement of an order for product which is included in other current liabilities in the Company’s unaudited consolidated balance sheets. The Company generally recognizes revenue from contract liabilities within the following fiscal year.

Accounts receivable, net are carried at the original invoice amount less an allowance for credit losses which is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to form adjustments to historical loss patterns. Accounts receivable, net are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As a result of this analysis, the Company has reserved for estimated credit losses of $223,166 and $48,166 as of June 30, 2024 and December 31, 2023, respectively.

The activity to our estimate for credit losses related to our accounts receivable was as follows:

	June 30, 2024		December 31, 2023
Beginning balance	$	48,166	$	115,149
Credit loss provision		175,000		26,547
Write-offs		-		(93,530	)
Ending balance	$	223,166	$	48,166

Contract Costs

The Company incurs incremental costs to obtain contracts with its customers. These costs consist primarily of sales commissions paid to our sales force. As the expected period of amortization is not expected to exceed one year, the Company has elected to expense such costs as incurred.

Cost of Goods Sold

Cost of goods sold represents costs directly related to the production of the Company’s products. Products sold are typically shipped directly to the customer with costs associated with shipping and handling included as a component of the cost of goods sold. Costs associated with any inventory write-downs resulting from quarterly physical inventory counts are also included in the cost of goods sold.

Note 5 - Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by adjusting the weighted-average number of common shares outstanding to include outstanding common stock options, restricted stock awards, warrants to purchase common stock, convertible preferred stock, and common stock issuable in connection with convertible notes. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

F-10

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023			2024		2023
Net income (loss) available to common shareholders (numerator)	$	6,286,028	$	(2,855,026	)	$	9,543,420	$	(6,435,114	)
Weighted-average number of common shares (denominator)		16,296,689		13,259,109			16,306,640		12,917,247
Basic earnings (loss) per common share	$	0.39	$	(0.22	)	$	0.59	$	(0.50	)
Weighted-average number of common shares		16,296,689		13,259,109			16,306,640		12,917,247
Potential shares of common stock arising from stock options, warrants, and unvested RSU's		4,622,407		-			4,351,067		-
Total shares-diluted (denominator)		20,919,096		13,259,109			20,657,707		12,917,247
Diluted earnings (loss) per common share	$	0.30	$	(0.22	)	$	0.46	$	(0.50	)
Anti-dilutive weighted shares excluded from the calculation of diluted loss per common share		-		7,246,882			-		7,246,882

Note 6 - Property, Equipment and Construction in Process

The following table presents property, equipment, and construction in process as of June 30, 2024 and December 31, 2023:

	June 30, 2024			December 31, 2023
Building	$	433,448		$	433,448
Building improvements		1,043,643			694,134
Land		75,000			75,000
Machinery and equipment		909,192			930,334
Computer and office equipment		64,702			64,702
Furniture and fixtures		68,066			68,066
Total property and equipment		2,594,051			2,265,684
Less: accumulated depreciation		(1,150,374	)		(1,110,828	)
Property, plant and equipment, net	$	1,443,677		$	1,154,856
Construction-in-process	$	43,423		$	202,700

Depreciation expense was $21,868 and $27,139 for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense was $46,044 and $55,730 for the six months ended June 30, 2024 and 2023, respectively.

Note 7 - Intangible Assets Other Than Goodwill

The Company’s intangible assets were acquired in business combinations or asset acquisitions and are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. On February 23, 2023, the Company entered into an agreement to acquire certain intangible assets of Auxocell Laboratories, Inc. (“Auxocell”). The purchase price for Auxocell was $105,000 paid in cash which was allocated to the intangible assets acquired, intellectual property. This transaction was accounted for as an asset acquisition.

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology, intellectual property, and customer relationships.

Amortization of intangible assets with finite lives is calculated on the straight-line method based on the following estimated useful lives:

Website and software development costs	5 years
Intellectual property	5 years
Customer relationships	7 years

F-11

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

Acquired intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances suggest that the carrying value of these assets may not be recoverable. No impairment losses were recognized by the Company for the six months ended June 30, 2024 or 2023.

The following table presents intangible assets other than goodwill as of June 30, 2024 and December 31, 2023:

	As of June 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intellectual property	$	152,000	$	67,167	$	84,833
Website & software development costs		225,907		83,870		142,037
Customer relationships		354,000		295,000		59,000
Total	$	731,907	$	446,037	$	285,870

	As of December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intellectual property	$	152,000	$	53,307	$	98,693
Website & software development costs		225,907		61,279		164,628
Customer relationships		354,000		269,717		84,283
Total	$	731,907	$	384,303	$	347,604

During each of the three months ended June 30, 2024 and June 30, 2023, amortization expense was $30,867 and $30,878, respectively. During each of the six months ended June 30, 2024 and June 30, 2023, amortization expense was $61,734 and $58,245, respectively.

Future expected amortization expense of intangible assets is as follows:

Year Ending December 31,
2024 (remaining)	$	61,732
2025		104,372
2026		66,181
2027		50,085
2028		3,500
Total	$	285,870

Note 8 - Notes Payable

The following table presents the carrying value of the Company's notes payable as of June 30, 2024 and December 31, 2023:

F-12

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

	June 30, 2024			December 31, 2023
On July 27, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50% per month for the first six months and 0.75% per month through the Maturity Date of July 27, 2019. This agreement has not been repaid on the maturity date and is currently in default.(1)	$	1,000,000		$	1,000,000
On October 5, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50%, per month for the first six months and 0.75% per month through the Maturity Date of October 5, 2019. This agreement has not been repaid on the maturity date and is currently in default.(1)		2,000,000			2,000,000
On April 29, 2022, the Company entered an $850,000 mortgage note at 8.25 % per annum with a maturity date of May 1, 2024. Between June 1, 2022, and the maturity date, the Company is required to make monthly interest only payments of $6,021 with a balloon payment of $850,000 due May 1, 2024. On May 1, 2024 the note was reviewed and extended with a new maturity date of May 25, 2025 at 10.00% per annum. The Company is required to make monthly interest only payments of $7,083 with a ballon payment of $850,000 due May 25, 2025. The loan is secured by the corporate headquarters building with an approximate net book value of $337,000.		850,000			850,000
On April 30, 2020, the Company obtained a $263,400 Paycheck Protection Program ("PPP") Term Note from a financial institution. Loan was subject to forgiveness if certain criteria were met, if not, due in five years with 1% of interest. Payments were deferred for the first seven months of the loan. In 2021, $193,354 of the note was forgiven and the remaining balance will be repaid. This was paid in full as of June 30, 2024.		-			26,462
On May 18, 2020, the Company obtained a $150,000 Economic Injury Disaster Loan. Installment payments, including principal and interest, of $731 monthly, began 30 months from the promissory note or November 18, 2022. Interest will accrue at an annual rate of 3.75%. Payments made through June 30, 2024 and December 31, 2023 have not exceeded accrued interest amounts.		150,000			150,000
The Company obtained three separate loans from the same lender and aggregate principal of $284,719. The loans bear interest at a rate of 23.0% per annum. The Company is required to make minimum monthly payments of $18,831. The loans mature after various times through August 2024. This loan is secured by the Company's receivables, inventory and other tangible and intangible assets. This was paid in full as of June 30, 2024.		-			80,748
On June 1, 2023, the Company issued a promissory note in the amount of $750,000 with an interest rate of 12.0% per annum. Between July 1, 2023 and the maturity date of May 25, 2025, the Company is required to make minimum monthly payments of principal and interest of $35,305 monthly. The Note is an unsecured obligation (2).		366,030			549,427
On September 13, 2023, the Company entered an $279,800 financing arrangement with a lender. The financing is collateralized by a portion of the Company's outstanding accounts receivable. The Company is required to make 36 weekly payments of $7,772. This was paid in full as of June 30, 2024.		-			155,444
On September 14, 2023, the Company entered an $278,000 financing arrangement with a lender. The financing is collateralized by a portion of the Company's outstanding accounts receivable. The Company is required to make 36 weekly payments of $7,723. This was paid in full as of June 30, 2024.		-			162,155
In July 2023, the Company issued a promissory note in the amount of $50,000 with an interest rate of 1% per annum and a maturity date of September 30, 2023 extended to December 2023. The loan was converted to company stock and paid off on January 4, 2024. During the six months ended June 30, 2024, $15,000 of principal and $210 of accrued interest were converted to shares of common stock and the remaining balance of $35,000 was paid in full on January 4, 2024.		-			50,000
Total notes payable	$	4,366,030		$	5,024,236
Less: unamortized discounts		(139,933	)		(312,819	)
Total notes payable, net	$	4,226,097		$	4,711,417
Less: current portion of notes payable		(4,083,660	)		(4,445,782	)
Notes payable-long-term	$	142,437		$	265,635

(1) In August 2019, the Company received notice from GMA Bridge Fund, LLC that the Company is in default for the loan that matured on July 27, 2019, for non-payment and gave the Company notice that the note which matured on October 5, 2019, was also in default. The Company continues to accrue interest on these loans.

(2) In connection with the issuance of the $750,000 promissory note, the lender received 373,134 common stock warrants with an exercise price of $2.00 and exercise period of five years. The Company recorded a debt discount of $305,310 based on the relative fair value of the warrants. The fair value of the warrants was determined using a Black-Scholes pricing model and the following assumptions: expected term 3 years, risk free interest rate of 3.98%, and volatility of 107.74%.

Future maturities required on the notes payable are as follows:

Year Ending December 31,
2024 (remaining)	$	4,018,983
2025		208,384
2026		3,918
2027		4,068
2028		4,223
Thereafter		126,454
Total		4,366,030
Less: unamortized discounts		(139,933	)
Total notes payable	$	4,226,097

F-13

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

Note 9 - Stockholders' Equity (Deficit)

Series A-1 Convertible Preferred Shares

The Company has designated 300 shares of preferred stock with a par value of $0.001 as “Series A-1 Convertible Preferred Shares”.

The Series A-1 Convertible Preferred Shares entitle their holders to a number of votes equal to the number of shares issuable upon conversion times 2,000,000 granting the holders of Series A-1 Convertible Preferred Shares, as a group, effective control of the Company.

Each Series A-1 Convertible Preferred Shares are convertible, at the option of the holders, or automatically upon a Qualified Public Offering resulting in gross proceeds to the Company of not less than $30 million, in whole but not in part, into 300 shares of common stock.

Holders of Series A-1 Convertible Preferred Shares are not entitled to receive dividends, out of assets legally available thereof, prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation.

As of June 30, 2024 and December 31, 2023, there are 300 shares of Series A-1 Convertible Preferred Shares outstanding.

Series B-1 Convertible Preferred Shares

The Company has designated 500,000 shares of preferred stock with a par value of $0.001 as “Series B-1 Convertible Preferred Shares”.

The Series B-1 Convertible Preferred Shares entitle their holders to votes equal to the number of shares issuable upon conversion.

Each Series B-1 Convertible Preferred Share is convertible, at the option of the holders, or automatically upon a Qualified Public Offering resulting in gross proceeds to the Company of not less than $30 million, in whole but no in part, into 6 shares of common stock.

The Series B-1 Preferred Shares shall be entitled to receive an annual dividend, payable in newly issued common stock, in an amount equal to ten percent of the number of then existing Series B-1 Preferred Shares issued and outstanding prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation. This Dividend shall be cumulative and was not significant as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, there are 5 shares of Series B-1 Convertible Preferred Shares outstanding.

Common Stock Issuances

The Company is authorized to issue 975,000,000 shares of common stock with a par value of $0.001 per share as of June 30, 2024 and December 31, 2023.

Six months ended June 30, 2024

During the six months ended June 30, 2024, the Company issued 2,166 shares of common stock for services with a market value of $137,387, based on the market price of the Company's stock on the grant date.

During the six months ended June 30, 2024, the Company converted $15,210 of outstanding debt into 2,942 shares of common stock.

During the six months ended June 30, 2024, the Company issued 125,000 shares of common stock for warrant exercises during the six months ended June 30, 2024 for approximately $250,000.

During the six months ended June 30, 2024, the Company agreed to repurchase and retired 117,359 shares of common stock for $1.00 that had been previously issued to a service provider.

Six months ended June 30, 2023

During the six months ended June 30, 2023, the Company issued 113,834 shares of common stock for services with a market value of $404,919 based on the market price of the Company’s stock on the grant date.

F-14

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

During the six months ended June 30, 2023, the Company converted $252,357 of outstanding debt into 252,357 shares of common stock.

During the six months ended June 30, 2023, the Company issued 249,333 shares of common stock for cash proceeds of $374,000.

During the six months ended June 30, 2023, the Company settled a legal matter by issuing an individual $81,000 in cash, 200,000 shares of common stock, and 150,000 five-year common stock warrants with an exercise price of $1.50. The fair value of the shares of common stock and warrants were estimated at $639,500 based on quoted market prices for the common stock and a Black-Scholes pricing model for the warrants and the following assumptions: expected term of 5 years, risk free interest rate of 3.72% and volatility of 121.00%. The aggregate settlement amount of $720,500 has been reflected as a component of general and administrative expenses in the three and six months ended June 30, 2023.

In January 2023, the, the Company entered into a share exchange agreement with the noncontrolling interest holder of 10% of the Company’s other controlled subsidiary, BSLS whereby the Company exchanged 500,000 shares of common stock for 100 shares of BSLS shares held by the noncontrolling interest.

Common Stock and Warrants for Services

On April 8, 2024, the Company entered into an agreement with a service provider to provide certain services until December 27, 2025 in exchange for 60,000 shares of common stock with a fair value of $860,400 based on the market price of the Company's common stock on the grant date.

Further, the Company issued the service provider a common stock purchase warrant (“Warrant”) which permits the service provider to purchase 50,000, 50,000 and 100,000 shares of the Company’s common stock at a price of $4.00 per share, $5.00 per share and $6.00 per share, respectively. The Warrant is immediately exercisable at any time, in whole or in part, by the service provider from April 8, 2024, to April 8, 2029. The total estimated grant date fair value of the Warrant using the Black-Scholes option pricing model was $1,943,500 and will be recognized into expense over the term of the service provider’s agreement. The following inputs were utilized in the Black-Scholes option pricing model to estimate the Warrant fair value: common stock price $10.78, exercise price of $4 - $6, volatility of $124.34%, and risk-free rate of 4.43%.

The initial value of the common stock and warrants have been reflected as an increase to additional paid in capital and prepaid expenses in the aggregate amount of $2,803,900. The fair value of these stock-based payments will be amortized into expense over the service term of the agreement through December 2025. During the three and six months ended June 30, 2024, we amortized $389,849 into expense which is classified within general and administrative expenses on the consolidated statements of operations. As of June 30, 2024, the remaining unrecognized prepaid amount related to the common stock and warrants issued for services was $2,414,054 of which $1,596,991 has been classified within prepaid expenses and other assets and $817,060 is classified within long-term other assets on the consolidated balance sheets.

Note 10 - Commitments and Contingencies

Operating Leases

On March 15, 2024, the Company entered into a thirty-eight (38) month lease for office space commencing April 1, 2024. On April 1, 2024, the Company occupied its new expanded office space in Fort Lauderdale, Florida and received the months of April and May rent free. Monthly lease payments are $10,159, $10,329 and $10,504 for the periods June 1, 2024 through May 31, 2025, June 1, 2025 through May 31, 2026 and June 1, 2026 through May 31, 2027, respectively. Further, the Company executed a lease for office equipment which commenced April 2024 and requires monthly lease payments of $1,029 through July 2027.

Upon the leases commencing, the Company recognized an operating right-of-use asset and operating lease liabilities of approximately $340,000 for the present value of the lease payments required over the term of the lease using a weighted average incremental borrowing rate of 12%.

Right-of-use asset is summarized below:

F-15

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

	June 30, 2024			December 31, 2023
Right-of-use assets	$	340,401		$	-
Accumulated amortization		(22,067	)		-
Right-of-use assets, net	$	318,334		$	-

Operating lease liabilities are summarized below:

	June 30, 2024		December 31, 2023
Operating lease liabilities, current	$	99,567	$	-
Operating lease liabilities, less current portion		235,598		-
Total operating lease liabilities	$	335,165	$	-

Future payments required on the operating lease liabilities, over a weighted average remaining lease term of approximately 3 years, are as follows:

Year Ending December 31,
2024 (remaining)	$	67,126
2025		135,444
2026		137,522
2027		59,724
Total		399,816
Less present value discount		(64,651	)
Total operating lease liabilities	$	335,165

The following table summarizes the supplemental cash flow information for the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30,
	2024		2023
Operating cash flows from lease liabilities	$	12,217	$	-

During the three and six months ended June 30, 2024, we incurred rent expense of approximately $22,000 in connection with the operating leases. During the three and six months ended June 30, 2023, we did not have any leases subject to ASC 842 or leases with a term of less than twelve months.

Legal Matters

From time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods.

The Company is a party to an action filed by a former employee in June 2024 alleging a breach of contract to the termination agreement of this employee. Management, in consultation with its attorneys, cannot reasonably estimate a loss associated with this claim, if any, at this time, as the matter is early in the process.

Note 11 - Income Taxes

The Company is principally subject to taxation in the United States. The Company is in the process of conducting a section 382 study to determine if there are any Federal or State limitations on the Company's net operating loss carryovers. As of June 30, 2024, the federal and state net operating losses totaled approximately $32,000,000 and $18,000,000, respectively. The income tax expense for the three and six months ended June 30, 2024 was $2,313,937 and $3,498,624, respectively. As of June 30, 2024, included within accounts payable and accrued expenses on the unaudited consolidated balance sheet is income taxes payable of $3,498,624. This estimate does not include the utilization of net operating loss carryovers due to the pending study.

F-16

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

The income tax rate for the three and six months ended June 30, 2024 was 26% and 26%, respectively, an increase from the U.S. statutory rate of 21% primarily due to the tax adjustments related to state income taxes, executive compensation, and other nondeductible expenses.

Note 12 - Subsequent Events

The Company has evaluated all transactions and events after the balance sheet date through September 26, 2024 the date on which these financials were available to be issued, and except as already included below, has determined that no additional disclosures are required.

In July and August of 2024, the Company issued 50,000 shares of its common stock to three holders of common stock purchase warrants in exchange for a total of approximately $100,000 in cash.

On August 27, 2024, upon recommendation from the Company's compensation committee, the Board approved the following changes to certain executive compensation plans, effective immediately:

Officer Salary STI Cash Plan RSU Awards

Jason Matuszewski $500,000 $500,000 $1,000,000

Andrew Smith-Van Vurst $475,000 $475,000 $900,000

Michael Fortunato $275,000 $137,500 $500,000

Shawn McCarrey $200,000 $100,000 $500,000

The short-term incentive ("STI") cash plan will be remitted during the first quarter following the end of a calendar fiscal year. The common stock shares to be granted under the RSU awards will be based on the closing price of the Company's stock on the OTC market as of the date of the board consent and will vest quarterly on a pro-rata basis over a period of three years.

Additionally, the Compensation Committee recommended to the Board of Directors increased fee structures for all non-employee directors of the Company. The Board of Directors approved the following increases:

(i) each non-employee director of the Company is entitled to an annual cash fee of $50,000;

(ii) each member of a committee of the Board is entitled to an additional annual cash fee of $10,000;

(iii) each chair of a committee of the Board is entitled to an additional annual cash fee of $20,000;

(iv) the chair of the Board, to the extent the chair is a non-employee director, is entitled to an additional annual cash fee of $50,000;

(v) each non-employee director of the Company is granted

(a) upon appointment to the Board, a number of restricted stock units with a value equal to $200,000 based on the closing price of the Company’s common stock on the OTC market which shall vest and settle into shares of common stock of the Company quarterly over the course of the three years following the grant date (the “Initial Grant”) and

(b) annually, commencing in the year following the Initial Grant, a number of restricted stock units with a value equal to $130,000 at the date of issuance, a grant date of the date of the annual meeting of shareholders of the Company and which restricted stock units will vest and settle into shares of common stock of the Company quarterly from the date of issuance until they vest in full on the earlier of the one-year anniversary of the date of issuance and the day immediately prior to the date of the following year’s annual meeting of shareholders of the Company; and

(vi) reimbursement of expenses incurred by the director in connection with their service on the Board.

On September 10, 2024, the Company entered into a Note Purchase and Security Agreement with an unrelated medical device company ("Progenacare Global LLC") that provides technology advances in biomaterials for the affordable advanced wound care market. As of September 11, 2024, the Company had provided a short term note receivable of $1,250,000 with 10% interest which matures in 12 months. The note receivable is secured by membership interests of Progenacare Global LLC.

F-17

BioStem Technologies, Inc. and Subsidiaries

Condensed Notes to the Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

(Unaudited)

On September 23, 2024, GMA submitted a Demand for Arbitration to the American Arbitration Association relating to the repayment of the Notes in the amount of $3,000,000 plus interest.

F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

BioStem Technologies, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BioStem Technologies, Inc. and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period endedDecember 31, 2023, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and may need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum llp

We have served as the Company’s auditor since 2022.

Fort Lauderdale, FL

April 19, 2024

F-19

BioStem Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31,
	2023			2022
ASSETS
Current Assets:
Cash	$	239,406		$	772,136
Accounts receivable, net		11,371,730			37,206
Inventory, net		658,678			395,228
Prepaid expenses and other assets		329,239			281,931
Total current assets		12,599,053			1,486,501
Property and equipment, net		1,154,856			1,249,784
Construction-in-process		202,700			103,110
Right-of-use asset, net		11,443			19,832
Intangible assets, net		347,604			362,571
Goodwill		244,635			244,635
Total assets	$	14,560,291		$	3,466,433
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	1,391,711		$	570,115
Bona fide services fee payable (Note 2)		7,787,211			-
Accrued interest		1,697,787			1,478,421
Short-term finance lease		8,988			9,238
Notes payable		4,445,782			3,018,679
Related party convertible notes payable		-			300,000
Other convertible notes payable		-			723,350
Other current liabilities		289,409			228,303
Total current liabilities		15,620,888			6,328,106
Finance lease, less current portion		3,294			11,305
Notes payable, less current portion		265,635			1,026,462
Other long-term liabilities, less current portion		14,850			50,512
Total long term liabilities		283,779			1,088,279
Total liabilities		15,904,667			7,416,385
Commitments and contingencies (Note 14)
Stockholders' Deficit:
Series A-1 convertible preferred stock, $0.001 par value, 300 shares authorized as of December 31, 2023 and 2022; 300 shares issued and outstanding as of December 31, 2023 and 2022.		-			-
Series B-1 convertible preferred stock, $0.001 par value, 500,000 shares authorized as of December 31, 2023 and 2022; 5 shares issued and outstanding as of December 31, 2023 and 2022.		-			-
Common stock, $0.001 par value, 975,000,000 shares authorized as of December 31, 2023 and 2022; 16,214,390 and 12,161,047 shares issued and outstanding as of December 31, 2023 and 2022, respectively.		16,215			12,162
Additional paid-in capital		44,306,872			33,095,921
Treasury stock, 18,000 shares at cost		(43,346	)		(43,346	)
Accumulated deficit		(45,624,117	)		(37,141,133	)
Noncontrolling interest		-			126,444
Total stockholders' deficit		(1,344,376	)		(3,949,952	)
Total liabilities and stockholders' deficit	$	14,560,291		$	3,466,433

See the Notes to Consolidated Financial Statements.

F-20

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

	Years Ended December 31,
	2023			2022
Revenue, net	$	16,685,405		$	6,875,202
Cost of goods sold		1,260,558			881,754
Gross profit		15,424,847			5,993,448
Operating Expenses:
Sales and marketing expenses		11,986,385			954,059
General and administrative expenses		10,646,421			9,252,744
Research and development expenses		341,996			224,775
Depreciation and amortization expense		229,014			243,418
Total operating expenses		23,203,816			10,674,996
Loss from operations		(7,778,969	)		(4,681,548	)
Other Income (Expense):
Loss on extinguishment of debt		-			(2,083,197	)
Interest expense		(700,326	)		(468,153	)
Other (expense) income		(3,689	)		1,102
Other expense, net		(704,015	)		(2,550,248	)
Loss from operations before income taxes		(8,482,984	)		(7,231,796	)
Income taxes		-			-
Net loss		(8,482,984	)		(7,231,796	)
Less: Net loss attributable to noncontrolling interest		-			(38,847	)
Net loss attributable to BioStem Technologies, Inc.	$	(8,482,984	)	$	(7,192,949	)
Basic and diluted net loss per share attributable to common stockholders of BioStem Technologies, Inc.	$	(0.62	)	$	(0.63	)
Basic and diluted weighted average common shares outstanding		13,707,077			11,404,995

See the Notes to Consolidated Financial Statements.

F-21

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Deficit

	Series A-1				Series B-1				Common Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Deficit			Noncontrolling Interest			Total Stockholders' Deficit
Balance as of December 31, 2021		300	$	-		5	$	-		9,744,180	$	9,744	$	24,022,487	$	(43,346	)	$	(29,948,184	)	$	165,291		$	(5,794,008	)
Stock based compensation-stock options		-		-		-		-		-		-		2,990,101		-			-			-			2,990,101
Issuance of common stock for services		-		-		-		-		142,731		143		473,708		-			-			-			473,851
Share-based compensation-conversion of unpaid salaries at a discount to market value (Note 12)		-		-		-		-		-		-		1,913,084		-			-			-			1,913,084
Conversion of unpaid salaries (Note 12)		-		-		-		-		1,739,169		1,740		1,224,403		-			-			-			1,226,143
Issuance of common stock for cash		-		-		-		-		50,000		50		49,950		-			-			-			50,000
Conversion of debt and accrued interest to common stock		-		-		-		-		484,967		485		338,991		-			-			-			339,476
Loss on extinguishment of debt (Note 7)		-		-		-		-		-		-		2,083,197		-			-			-			2,083,197
Net loss		-		-		-		-		-		-		-		-			(7,192,949	)		(38,847	)		(7,231,796	)
Balance as of December 31, 2022		300		-		5		-		12,161,047		12,162		33,095,921		(43,346	)		(37,141,133	)		126,444			(3,949,952	)
Stock based compensation-stock options		-		-		-		-		-		-		5,755,856		-			-			-			5,755,856
Issuance of common stock for services		-		-		-		-		312,112		312		913,948		-			-			-			914,260
Issuance of common stock for cash		-		-		-		-		1,586,333		1,586		2,377,914		-			-			-			2,379,500
Conversion of debt and accrued interest to common stock		-		-		-		-		1,454,898		1,455		1,092,679		-			-			-			1,094,134
Issuance of shares for repurchase of noncontrolling interest		-		-		-		-		500,000		500		125,944		-			-			(126,444	)		-
Issuance of shares and warrants in legal settlement		-		-		-		-		200,000		200		639,300		-			-			-			639,500
Warrant issued with note payable		-		-		-		-		-		-		305,310		-			-			-			305,310
Net loss		-		-		-		-		-		-		-		-			(8,482,984	)		-			(8,482,984	)
Balance as of December 31, 2023		300	$	-		5	$	-		16,214,390	$	16,215	$	44,306,872	$	(43,346	)	$	(45,624,117	)	$	-		$	(1,344,376	)

See the Notes to Consolidated Financial Statements.

F-22

BioStem Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Years Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,482,984	)	$	(7,231,796	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense		100,668			136,046
Amortization expense		128,356			86,420
Amortization of debt discount		166,291			-
Stock-based compensation expense		5,755,856			4,903,184
Loss on extinguishment of debt		-			2,083,197
Issuance of common stock for services		914,260			473,851
Stock and warrants issued for legal settlement		639,500			-
Provision for bad debt		-			150,228
Changes in operating assets and liabilities:
Accounts receivable		(11,334,524	)		112,703
Inventory		(263,450	)		(135,180	)
Prepaid expenses and other assets		(47,308	)		(243,847	)
Accounts payable and accrued expenses		821,570			(77,140	)
Accrued interest		290,150			226,465
Salaries payable		-			58,721
Bona fide service fee payable		7,787,211			-
Other liabilities		25,444			(239,277	)
Net cash (used in) provided by operating activities		(3,498,960	)		303,575
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(105,330	)		(243,577	)
Purchases of assets (see Note 3)		(105,000	)		(225,907	)
Net cash used in investing activities		(210,330	)		(469,484	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on PPP loan		-			(18,679	)
Borrowings on notes payable		1,568,719			850,000
Repayments on notes payable		(763,398	)		(520,833	)
Borrowings on convertible note payable		-			250,000
Repayments on finance leases		(8,261	)		(12,776	)
Issuance of common stock for cash		2,379,500			50,000
Net cash provided by financing activities		3,176,560			597,712
Net change during the year		(532,730	)		431,803
Balance, beginning of year		772,136			340,333
Balance, end of year	$	239,406		$	772,136
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	480,960		$	226,465
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debt and accrued interest to shares of common stock	$	1,094,134		$	339,476
Issuance of shares for repurchase of noncontrolling interest	$	126,444		$	-
Conversion of officers unpaid salary to common stock	$	-		$	1,226,143
Warrant issued with note payable	$	305,310		$	-

F-23

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Note 1 - Organization and Description of Business

BioStem Technologies, Inc. (hereinafter “the Company”), was incorporated as Aladdin & Company Trading in Utah on July 7, 2006. Aladdin & Company Trading later changed its name to Caribbean Casino & Gaming Corporation and re-domiciled to Florida on March 2, 2009. On January 7, 2013, Caribbean Casino & Gaming Corporation further changed its name to Caribbean International Holdings, Inc. On August 28, 2014, the Company changed its name to BioStem Technologies, Inc.

Since 2018, the Company’s primary business is the development, manufacture, and sale of tissue allografts for the advanced wound care market with a focus on the treatment of diabetic, pressure and venous ulcers. The Company markets and distributes products directly to medical professionals, such as podiatrists and plastic surgeons, through direct and indirect salesforces and indirectly through distributors.

The Company’s fiscal year end is December 31.

Note 2 - Going Concern and Summary of Significant Accounting Policies

Going Concern

As reflected in the accompanying consolidated financial statements, the Company incurred net losses of $8,482,984 and $7,231,796 for the years ended December 31, 2023 and 2022, respectively, and has an accumulated deficit and working capital deficit of $45,624,117 and $3,021,835 as of December 31, 2023, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on management’s plans, which includes the raising of capital through debt and/or equity markets, restructuring outstanding debt and additional funding from other traditional financing sources, including convertible debt and/or other term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s operations.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company’s cash currently available, along with anticipated revenues, may not be sufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated statements are prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and include the accounts of BioStem Technologies, Inc. and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

As of, and for the years ended December 31, 2023 and 2022, the Company had a wholly-owned, non-operating subsidiary Nesvik Pharmaceuticals, Inc.

Prior to January 2023, the Company owned a controlling interest (90%) in an operating subsidiary, Blue Tech Industries, Inc. (d/b/a BioStem Life Sciences, Inc. or “BSLS”). In January 2023, the Company repurchased the remaining 10% noncontrolling interest (“NCI”) in exchange for common stock of the Company. The 10% NCI of BSLS was reported as NCI within the consolidated financial statements as of and for the year ended December 31, 2023. As of December 31, 2023, the Company has two wholly-owned subsidiaries, one of which is inactive.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

F-24

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Such estimates and assumptions impact both assets and liabilities, including but not limited to the estimated fair value of stock-based payments and the valuation of deferred tax assets.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.

Risks and uncertainties

The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory, and other risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others: (i) the uncertainty associated with the commercialization and ultimate success of the Company’s products; (ii) competition inherent in the markets where products are expected to be sold; (iii) general economic conditions; and (iv) the related volatility of prices pertaining to the cost of sales.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities, when acquired, of three months or less. There are no cash equivalents as of December 31, 2023 and 2022.

Concentrations of Risks

Financial instruments that subject the Company to concentration of risk consist primarily of cash and trade and accounts receivable. The Company maintains its cash balances with large, high-credit quality financial institutions and, at times, such deposits may be more than federally insured limits. The Company has not experienced any losses on its deposits.

One customer accounted for approximately 98% of accounts receivable as of December 31, 2023. Three customers accounted for approximately 81% of accounts receivable as of December 31, 2022. For the year ended December 31, 2023, the Company generated approximately 82% of its consolidated revenue from one customer. For the year ended December 31, 2022, the Company generated approximately 30% of its consolidated revenue from one customer.

Accounts Receivable, net

Accounts receivable, net are carried at the original invoice amount less an allowance for credit losses which is based upon historical loss patterns, the number of days that billing are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to form adjustments to historical loss patterns. Accounts receivable, net are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As a result of the analysis, the Company has reserved for estimated credit losses of $48,166 and $115,149 as of December 31, 2023 and 2022, respectively.

Activity related to the Company’s allowance for credit losses during the year ended December 31, 2023 was as follows:

Balance as of December 31, 2022	$	115,149
Credit loss provision		26,547
Write-offs		(93,530	)
Balance as of December 31, 2023	$	48,166

Inventory

Inventory is stated at the lower of cost or estimated net realizable value. Inventory cost is determined by the first-in, first-out (“FIFO”) basis. Inventory costs include raw material, labor, operating overhead, supplies, depreciation and amortization of leased lab equipment and other related costs.

The Company performs an assessment of the recoverability of inventory cost during each reporting period, and it provides a valuation allowance for slow-moving, excess, and obsolete inventories to their estimated net realizable value in the period in which the need for

F-25

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

an allowance is first identified. Such impairment charges are recorded within cost of goods sold. As of December 31, 2023 and 2022, the Company estimated a reserve of $0 and $25,000, respectively.

The table below presents the Company’s inventory values, by category, as of December 31, 2023 and 2022:

	December 31,
	2023		2022
Raw Materials	$	69,473	$	74,040
Finished Goods		589,205		346,188
Total-gross value		658,678		420,228
Less: valuation allowance		-		(25,000	)
Total net realizable value	$	658,678	$	395,228

Property and Equipment and Construction in Progress

Property and equipment (“PP&E”) consists of land, building and building improvements, machinery and equipment, computer and office equipment, furniture and fixtures. The Company separately presents construction-in-progress (“CIP”) on the consolidated balance sheet. CIP is related to the construction or development of PP&E that has yet to be placed into service for its intended use. Land and assets held as CIP are not depreciated.

PP&E is stated at cost, less accumulated depreciation. Depreciation expense commences once a PP&E asset is ready for its intended use and is computed using the straight-line method based on the estimated useful lives of the related assets as follows:

Category	Estimated Useful Life
Land	Infinite (not depreciated)
Building and Building Improvements	3-39 years
Machinery and Equipment	3-7 years
Computer and Office Equipment	3 years
Furniture and Fixtures	5-7 years
Construction in Progress	Not depreciated until placed into service

The useful lives of PP&E are determined when those assets are initially recognized. The useful lives in the table above represents the best estimate of the useful lives based on current facts and circumstances but may differ from the actual useful lives due to changes to business operations, changes in the planned use of assets, and technological advancements if and when management determines a change in the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.

Repair and maintenance costs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated financial statements.

Goodwill, Acquired Intangible Assets, and Other Long-Lived Assets

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized but is tested for impairment at least annually (as of December 31), or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. Circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, or unanticipated competition. The Company operates as one segment, which is the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level.

In January 2022, the Company adopted the provisions of Account Standards Update (“ASU”) 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Because the book value of the Company’s reporting unit is negative, the Company is not required to perform a qualitative assessment. Management believes, based on the price of its common stock as of December 31, 2023 that the fair value of the reporting unit is greater than the book value of the reporting unit. As such, it is unlikely that goodwill is impaired as of December 31, 2023 and no impairment charge was recorded in either period presented.

F-26

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

No impairment losses were recognized by the Company for the years ended December 31, 2023 and 2022.

Acquired Intangible Assets

The Company’s intangible assets were acquired in business combinations or asset acquisitions and were recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. During 2023, the Company entered into an agreement to acquire certain intangible assets AuxoCell Laboratories, Inc. ("AuxoCell"). The purchase price for AuxoCell was $105,000 paid in cash which was allocated to the intangible assets acquired, intellectual property. This transaction was accounted for as an asset acquisition.

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology, intellectual property, and customer relationships.

Amortization of intangible assets with finite lives is calculated on the straight-line method based on the following estimated useful lives:

Website and software development costs	5 years
Intellectual property	5 years
Customer relationships	7 years

Acquired intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances suggest that the carrying value of these assets may not be recoverable. No impairment losses were recognized by the Company for the years ended December 31, 2023 and 2022.

Long-Lived Assets

Long-lived assets consist primarily of PP&E, CIP and intangible assets with finite lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include, but not limited to, significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. When such an event occurs, the Company determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not record any impairment of other long-lived assets during the years ended December 31, 2023 and 2022, respectively.

Business Combinations

We account for business combinations under the acquisition method of accounting. The purchase price of each acquired business is allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill. Conversely, any excess of the fair value of assets acquired and liabilities assumed over the purchase prices is accounted for as a bargain purchase.

Purchase price allocations are based on information regarding the fair value of assets acquired and liabilities assumed as of the dates of acquisition. We determine the fair values used in purchase price allocations for intangible assets based on historical data, estimated discounted future cash flows, and expected royalty rates for trademarks and trade names as well as certain other assumptions. The valuation of assets acquired, and liabilities assumed requires several judgments and is subject to revision as additional information about the fair value of assets and liabilities becomes available. Additional information, which existed as of the acquisition date but at that time was unknown to us, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date.

Advertising Expenses

F-27

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

The Company expenses advertising costs as incurred. The Company incurred $198,168 and $93,288 in advertising expenses for the years ended December 31, 2023 and 2022, respectively, which are included as part of general and administrative expenses within the statements of operations.

Research and Development Costs

Research and development costs include personnel costs for the Company’s research and development personnel, expenses related to improvements to the manufacturing process, enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. The Company expenses research and development costs as incurred. Research and development costs were $341,996 and $224,775 for the years ended December 31, 2023 and 2022, respectively, as presented on the consolidated statements of operations.

Leases

The Company accounts for leases by applying ASU No. 2016-02, Leases (“ASC 842”). The Company has elected to not to apply ASC 842 to arrangements with lease terms of 12 months or less.

In accordance with ASC 842, the Company determines if an arrangement is, or contains a lease at inception or modification of the arrangement. An arrangement is, or contains a lease, if there are identified assets and the right to control the use of the assets is conveyed to the Company over a period in exchange for consideration. Control over the use of the identified asset means the Company has both the right to obtain substantially all the economic benefits from the use of the asset and the right to direct the use of the asset.

Lease right-of-use (ROU) assets and lease liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. Interest expense is recognized over the lease term using the effective interest method. In the absence of a readily determinable interest rate, the Company discounts the expected future lease payments using an incremental borrowing rate based on information in effect at the lease commencement date. Lease terms include optional renewal periods when it's reasonably certain on the commencement date that such option will be exercised. See Note 9, Finance Leases and Related Obligation for further finance lease-related disclosures.

Stock Based Compensation –Employees and Non-Employees

The Company accounts for stock options with service-based conditions, performance-based conditions and market based conditions and restricted stock (“RSU’s") to employees, directors and third-party service providers, based on their estimated fair value on the date of grant. The fair value and derived service period of stock options with market based vesting conditions is estimated using the Monte Carlo valuation model. The fair value of each service-based and performance-based stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has limited public float and lacks Company-specific historical and implied volatility information for its stock. Therefore, the Company estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the simplified method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero since the Company has never paid cash dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future.

Stock-based compensation expense associated with market-based stock options is recognized over the derived service period estimated using a Monte Carlo valuation method. Stock-based compensation associated with service-based stock options is recognized on a straight-line basis over the vesting term. Stock-based compensation expense associated with performance-based options is recognized when the performance measure is probable of being achieved.

The fair value of RSUs is based on the fair value of the Company’s stock on the date of grant. The Company recognizes stock-based compensation expense for RSUs on a straight-line basis over the vesting term.

The Company accounts for forfeitures as they occur.

Revenue Recognition

F-28

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

The Company records revenue from product sales in accordance with ASC 606 (“ASC 606”), Revenue from Contracts with Customers.

The Company recognizes revenue from product sales at a point in time when control of the Company’s product has transferred to the customer, which generally occurs upon shipment. Shipping and handling costs are included as a component of revenue and are passed through to customers with an equal offsetting amount included in cost of goods sold.

Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for the product, which is generally fixed. Based on prior experience, and the nature of the product, variable consideration resulting from product discounts is not material.

Returns from customers are not accepted. Accordingly, there is no provision for sales returns recorded for any period presented.

Distribution and Services Agreement

During the year ended December 31, 2023, the Company executed a distribution and services agreement (“D&S Agreement”) with a large medical distributor located in the United States (the “Distributor”) for the distribution of the Company’s Amnio Wrap 2 (“AW2”) product. The Company licenses the rights to manufacture and commercialize AW2 from an unrelated party and in conjunction with the licensing arrangement, pays a per square centimeter license fee for all AW2 products sold by the Distributor.

The Distributor purchases the AW2 product from the Company at a fixed fee per square centimeter (“Sales Price”) with no right of return. Separately, the Distributor invoices the Company monthly for distinct sales, marketing and distribution services it provides on behalf of the Company (“Bona Fide Services Fee or BFSF”).

The BFSF is consideration payable to the Distributor for a distinct service the Distributor is providing to the Company. In accordance with ASC 606-10-32-26, such distinct services provided by a customer are accounted for in the same way that other purchases from suppliers would be accounted for. If the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price.

The Company has determined that the fair value of the BFSF does not exceed the consideration paid to the Distributor for these services. Therefore, the Company records, as revenue, the sales price per cm2 for all AW2 products sold to the Distributor upon shipment and recognizes the BFSF as an operating expense within sales and marketing expenses.

During the year ended December 31, 2023, revenues earned from the shipment of AW2 under the distribution and services agreement were $13,625,947 and BFSF were $9,536,800, which are included in selling and marketing expenses on the consolidated statement of operations. As of December 31, 2023, accounts receivable due under this arrangement was $11,126,598 and amounts due to Distributor for BFSF $7,787,211 which has been presented as Bona Fide Services Fee payable on the consolidated balance sheet. The BFSF is paid upon receipt of outstanding accounts receivables.

Disaggregation of Revenue

The following table provides information about revenue disaggregated by major products categories:

	Years Ended December 31,
	2023		2022
Membrane product net revenue	$	14,542,269	$	4,044,360
Cord product net revenue		2,143,136		2,830,842
Total net revenue	$	16,685,405	$	6,875,202

Contract Balances

The following table provides information about the Company’s accounts receivables and contract liabilities from contracts with customers as of December 31, 2023 and 2022:

	December 31,
	2023		2022
Accounts receivable	$	11,371,730	$	37,206
Contract liabilities	$	8,731	$	8,065

F-29

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Accounts receivable represent the Company’s unconditional rights to consideration for product shipped. Contract liabilities represent amounts collected from customers upfront upon placement of an order for product which is included in other current liabilities in the Company’s balance sheets. The Company generally recognizes revenue from contract liabilities within the following fiscal year.

Contract Costs

The Company incurs incremental costs to obtain contracts with its customers. These costs consist primarily of sales commissions paid to our sales force. As the expected period of amortization is not expected to exceed one year, the Company has elected to expense such costs as incurred.

Cost of Goods Sold

Cost of goods sold represents costs directly related to the production of the Company’s products and are costs passed through to customers. Products sold are typically shipped directly to the customer with costs associated with shipping and handling included as a component of cost of goods sold. Costs associated with any inventory write-downs resulting from quarterly physical inventory counts are also included within cost of goods sold.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding common stock options, restricted stock awards, warrants to purchase common stock, convertible preferred stock, and common stock issuable in connection with convertible notes. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

For the years ended December 31, 2023 and 2022, the following potentially dilutive shares were excluded from the computation of diluted loss per share as including them would have been anti-dilutive.

	December 31,
	2023		2022
Stock options		6,117,462		5,672,462
Stock warrants		2,035,135		478,456
Preferred stock		330		330
Total		8,152,927		6,151,248

Income Taxes

The Company accounts for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The provision for income taxes is comprised of the current tax liability and the change in deferred tax assets and liabilities. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income.

Deferred tax assets and liabilities are measured using the enacted tax rates that will be in effect for the years in which those tax assets are expected to be realized or settled. The Company regularly assesses the likelihood that its deferred tax assets will be realized from recoverable income taxes or recovered from future taxable income based on the realization criteria set forth in the relevant authoritative guidance. To the extent that the Company believes any amounts are not more likely than not to be realized, the Company records a valuation allowance to reduce its deferred tax assets. The realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, as of December 31, 2023 and 2022, the net deferred tax assets have been fully offset by a valuation allowance. If the Company subsequently realizes deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed, resulting in an adjustment to earnings in the period such determination is made.

In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes potential liabilities based on its estimate of whether, and the extent to which, additional taxes will be due. The Company accounts for uncertain tax positions in accordance with the relevant guidance, which prescribes a recognition threshold and measurement approach for uncertain tax positions taken or expected to be taken in a Company’s income tax return, and provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The guidance

F-30

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

utilizes a two-step approach for evaluation uncertain tax positions. Step one, Recognition, requires a Company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit. Step two, Measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. A liability is reported for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Any interest and penalties related to unrecognized tax benefits are recorded as income tax expense.

Fair Value Measurements

The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value:

• Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets;

• Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.

The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

The Company’s financial instruments that are carried at fair value consist of only cash, a Level I asset, as of December 31, 2023 and 2022.

Recently Issued Accounting Pronouncements Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This standard was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years with early adoption permitted. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of Topic 326. As a smaller reporting Company, Topic 326 will now be effective for the Company beginning January 1, 2023. The Company adopted this ASU January 1, 2023 and it did not have a significant impact on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Those instruments that do not have a separately recognized embedded conversion feature will no longer recognize a debt issuance discount related to such a conversion feature and would recognize less interest expense on a periodic basis. It also removes from ASC 815-40-25-10 certain conditions for equity classification and amends certain guidance in ASC Topic 260 on the computation of EPS for convertible instruments and contracts in an entity’s own equity. An entity can use either a full or modified retrospective approach to adopt the ASU’s guidance. As a smaller reporting Company, the Company is required to adopt this ASU for the fiscal year beginning January 1, 2024, with early adoption permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this ASU January 1, 2022 and it did not have a significant impact on its consolidated financial statements and related disclosures.

In May 2022, the FASB issued ASU No. 2022-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2022-04). ASU 2022-04 updates current accounting guidance for modifications or exchanges of freestanding equity-classified written call options that remain equity-classified after modification or exchange as an exchange of the original

F-31

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

instrument for a new instrument. The ASU specifies that the effects of modifications or exchanges of freestanding equity-classified written call options that remain equity after modification or exchange should be recognized depending on the substance of the transaction, whether it be a financing transaction to raise equity (topic 340), to raise or modify debt (topic 470 and 835), or other modifications or exchanges. If the modification or exchange does not fall under topics 340, 470, or 835, an entity may be required to account for the effects of such modifications or exchanges as dividends which should adjust net income (or loss) in the basic EPS calculation. This guidance was effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is required to apply the amendments within this ASU prospectively to modifications or exchanges occurring on or after the effective date of the amendment. The Company adopted this ASU January 1, 2023 and it did not have a significant impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, FASB issued ASU 2023- 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s consolidated financial statements.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.

Note 3 - Property and Equipment, net

The following table presents property and equipment as of December 31, 2023 and 2022:

	December 31,
	2023			2022
Building	$	433,448		$	433,448
Building Improvements		694,134			688,394
Land		75,000			75,000
Machinery and Equipment		930,334			930,334
Computer and Office Equipment		64,702			64,702
Furniture and Fixtures		68,066			68,066
Total property and equipment		2,265,684			2,259,944
Less: Accumulated Depreciation		(1,110,828	)		(1,010,160	)
Total property and equipment, net	$	1,154,856		$	1,249,784

Depreciation expense related to property and equipment, net was $100,668 and $136,046 for the years ended December 31, 2023 and 2022, respectively.

Note 4 - Intangible Assets Other Than Goodwill

The following table presents intangible assets other than goodwill as of December 31, 2023 and 2022:

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intellectual property	$	152,000	$	53,307	$	98,693
Website & software development costs		225,907		61,279		164,628
Customer relationships		354,000		269,717		84,283
Total	$	731,907	$	384,303	$	347,604

F-32

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intellectual property	$	47,000	$	29,095	$	17,905
Website & software development costs		225,907		16,099		209,808
Customer relationships		354,000		219,142		134,858
Total	$	626,907	$	264,336	$	362,571

During each of the years ended December 31, 2023 and 2022, amortization expense was $119,967 and $73,384, respectively.

Future expected amortization expense of intangible assets is as follows:

Year Ending December 31,
2024	$	123,466
2025		104,372
2026		66,181
2027		50,085
2028		3,500
Total	$	347,604

Note 5 - Notes Payable

The following table presents the carrying value of the Company's notes payable as of December 31, 2023 and 2022:

F-33

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

	December 31,
	2023			2022
On July 27, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50% per month for the first six months and 0.75% per month through the Maturity Date of July 27, 2019. This agreement has not been repaid on the maturity date and is currently in default (1).	$	1,000,000		$	1,000,000
On October 5, 2018, the Company entered into a Bridge Loan Agreement and Promissory Note, with an interest rate of 0.50%, per month for the first six months and 0.75% per month through the Maturity Date of October 5, 2019. This agreement has not been repaid on the maturity date and is currently in default (1).		2,000,000			2,000,000
On April 29, 2022, the Company entered an $850,000 mortgage note at 8.25% per annum with a maturity date of May 1, 2024. Between June 1, 2022, and the maturity date, the Company is required to make monthly interest only payments of $6,021 with a balloon payment of $850,000 due May 1, 2024. On May 1, 2024 the note was reviewed and extended with a new maturity date of May 25, 2025 at 10.00% per annum. The Company is required to make monthly interest only payments of $7,083 with a ballon payment of $850,000 due May 25, 2025. The loan is secured by the corporate headquarters building with a net book value of approximately $420,000 as of December 31, 2023.		850,000			850,000
On April 30, 2020, the Company obtained a $263,400 Paycheck Protection Program ("PPP") Term Note from a financial institution. Loan was subject to forgiveness if certain criteria were met, if not, due in five years with 1.0% of interest. Payments were deferred for the first seven months of the loan. In 2021, $193,354 of the note was forgiven and the remaining balance will be repaid.		26,462			45,141
On May 18, 2020, the Company obtained a $150,000 Economic Injury Disaster Loan. Installment payments, including principal and interest, of $731 monthly, began 30 months from the promissory note or November 18, 2022. Interest will accrue at an annual rate of 3.75%.		150,000			150,000
The Company obtained three separate loans from the same lender and aggregate principal of $284,719. The loans bear interest at a rate of 23.0% per annum. The Company is required to make minimum monthly payments of $18,831. The loans mature after various times through August 2024. This loan is secured by the Company's receivables, inventory and other tangible and intangible assets.		80,748			-
On June 1, 2023, the Company issued a promissory note in the amount of $750,000 with an interest rate of 12.0% per annum. Between July 1, 2023 and the maturity date of May 25, 2025, the Company is required to make minimum monthly payments of principal and interest of $35,305 monthly. The Note is an unsecured obligation (2).		549,427			-
On September 13, 2023, the Company entered an $279,800 financing arrangement with a lender. The financing is collateralized by a portion of the Company's outstanding accounts receivable. The Company is required to make 36 weekly payments of $7,772.		155,444			-
On September 14, 2023, the Company entered an $278,000 financing arrangement with a lender. The financing is collateralized by a portion of the Company's outstanding accounts receivable. The Company is required to make 36 weekly payments of $7,723.		162,155			-
In July 2023, the Company issued a promissory note in the amount of $50,000 with an interest rate of 1% per annum and a maturity date of September 30, 2023 extended to December 2023. This note is currently in default.		50,000			-
Total notes payable	$	5,024,236		$	4,045,141
Less: unamortized discounts		(312,819	)		-
Total notes payable	$	4,711,417		$	4,045,141
Less: current portion of notes payable, net of unamortized discounts of $249,213		(4,445,782	)		(3,018,679	)
Notes payable-long-term, net of unamortized discounts of $63,606	$	265,635		$	1,026,462

(1)In August 2019, the Company received notice from GMA Bridge Fund, LLC that the Company is in default for the loan that matured on July 27, 2019, for non-payment and gave the Company notice that the note which matured on October 5, 2019, was also in default. The Company continues to accrue interest on these loans. and is in discussion with the lender to renegotiate the terms of these notes

(2)In connection with the issuance of the $750,000 promissory note, the lender received 373,134 common stock warrants with an exercise price of $2.01 and exercise period of five years. The Company recorded a debt discount of $305,310 based on the relative fair value of the warrants. The fair value of the warrants was determined using a Black-Scholes pricing model and the following assumptions: expected term 3 years, risk free interest rate of 3.98%, and volatility of 107.74%).

On December 5, 2018, the Company issued a $250,000 Promissory Note, which originally bore interest at a rate of 18.0% per annum and matured on August 30, 2019. In March 2020, the Promissory Note was amended, and the interest rate reduced to 8.0% and the maturity date extended to March 5, 2022. On March 24, 2022, the note was amended to extend the due date to December 31, 2023 and to provide for the noteholder to convert this note into shares of the Company’s common stock at a $0.70 conversion price. On March 29, 2022, the noteholder elected to convert all amounts due under this note into 141,090 shares of common stock.

F-34

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Year Ending December 31,
2024	$	4,694,995
2025		186,652
2026		3,918
2027		4,068
2028		4,223
Thereafter		130,380
Total		5,024,236
Less: unamortized discounts		(312,819	)
Total notes payable	$	4,711,417

Note 6 - Convertible Notes Payable

The following table presents convertible notes payable as of December 31, 2023 and 2022:

	December 31,
	2023		2022
On May 17, 2019, a convertible note with original principal of $400,000, was amended and restated to include in the principal unpaid interest to date of $73,450 and require interest only payments of $4,734 per month at a rate of 12.0% per annum with a maturity of June 1, 2022. The conversion option within the original promissory note was also eliminated. On March 31, 2022, the note was modified to extend the maturity date of the note to December 31, 2023, and to provide for the noteholder to convert this note into shares of the Company’s common stock at a $0.70 conversion price. On November 10, 2023, the lender elected to convert the unpaid principal of $473,350 into 676,215 shares of the Company's common stock.	$	-	$	473,250
On December 23, 2022, the Company issued a convertible promissory note in the amount of $250,000 at a simple interest rate of 5.0% per annum. Upon maturity on December 23, 2024, all amounts due and owing under the note automatically convert into common stock at a price of $1.00 per share. The noteholder had the right from time to time, commencing on or after the issuance date, to convert any or all amounts due under the note to common shares. In February 2023 the noteholder converted all amounts due under the note, including accrued interest of $2,357, into 252,357 shares of the Company’s common stock.				250,000
Total	$	-	$	723,250
Less: current portion of convertible notes payable		-		(723,250	)
Convertible notes payable, noncurrent	$	-	$	-

Note 7 - Related Party Convertible Notes Payable

The table below presents related party convertible notes payable as of December 31, 2023 and 2022:

	December 31,
	2023		2022
On February 5, 2018 and October 4, 2018, the Company issued two promissory notes aggregating $300,000, to a shareholder and immediate family member of the Company’s CEO, at an interest rate of 8.0% per annum and a maturity date of December 31, 2022. The notes were amended on March 25, 2022, to extend the due date of the note to December 31, 2023 and to include a provision to convert all amounts due under the note at $0.70 per share. On November 1, 2023, the lender elected to convert the unpaid principal and accrued interest of $368,427 into 526,325 shares of the Company's common stock.	$	-	$	300,000
Total Related Party Notes Payable	$	-	$	300,000
Less: Current Portion		-		(300,000	)
Total Related Party Notes Payable	$	-	$	-

F-35

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

As described in the tables above, certain notes were amended in March 2022 which included 1) the extension of the maturity dates of the notes and 2) the addition of a conversion feature which allowed the noteholders to convert all amounts due under the notes into shares of the Company's common stock at a conversion price of $0.70. Because the modified notes included a substantive conversion feature not in the original notes, the Company accounted for the restructured notes as an extinguishment.

For the year ended December 31, 2022, the Company recorded a loss on the extinguishment of debt in the amount of $2,083,197 which represents the estimated fair value of the amended notes over the book value of the original notes.

For the years ended December 31, 2023 and 2022, interest expense related to the notes disclosed in Notes 6, 7 and 8 was $607,593 and $443,958, respectively. For the years ended December 31, 2023 and 2022, interest expense incurred on the related party notes payable was $20,000 and $16,530, respectively. As of December 31, 2023 and 2022, accrued interest related to all notes is $1,697,787 and $1,478,421, respectively, which includes $0 and $48,427 of accrued interest on related party notes payable, respectively.

Note 8 - Other Long-Term Liabilities

Other long-term liabilities consist of settlements related to finance arrangements for equipment abandoned by the Company but for which there is an ongoing obligation. The table below presents the Company's other long-term liabilities as of December 31, 2023 and 2022:

	December 31,
	2023			2022
Equipment finance lease #1: The original agreement was dated September 12, 2018, for a total amount due of $142,345. The Company was in default for non-payment as of December 31, 2020. The Company settled with the lender on July 15, 2022, for a total of $105,000 to be paid as follows: (1) $1,800 per month beginning July 16, 2021, through June 16, 2022; (2) payments of $2,000 per month beginning July 16, 2022, through June 16, 2023; and (3) payments of $2,475 per month from July 16, 2023, through June 16, 2025.	$	44,550		$	71,400
Equipment finance lease #2: The original agreement with one finance Company dated September 2018 for a total amount due of $130,621; stated interest rate of 11.9% to be repaid over 60 months.		5,962			37,759
Equipment finance lease #3: The original agreement with one finance Company dated December 2018 for a total amount of $43,837; stated interest rate of 12.26% to be repaid over 60 months.	-				11,048
Total	$	50,512		$	120,207
Less: current portion (included in other current liabilities)		(35,662	)		(69,695	)
Total Other long-term liabilities	$	14,850		$	50,512

Future cash commitments related to other long-term liabilities are as follows:

Year Ending December 31,
2024	$	35,662
2025		14,850
Total	$	50,512

Note 9 - Finance Leases and Related Obligations

The Company leases certain specialized equipment under leases classified as finance leases. The equipment leases were entered into between April 2017 and August 2019 maturing between January 2022 and February 2025 and include bargain purchases options at the end of the leases. The Company's significant judgments include determining whether an arrangement is or contains a lease, the determination of the discount rate used to calculate the lease liability, and whether lease incentives are reasonably certain to occur in the initial measurement of the lease liability. Finance lease assets and lease liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. Interest and amortization expense are recognized over the lease term using the effective interest method.

A contract is or contains an embedded lease if the contract meets all the below criteria:

•There is an identified asset

•The Company has the right to obtain substantially all the economic benefit of the asset; and

•The Company has the right to direct the use of the asset.

F-36

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

For initial measurement of the present value of lease payments and for subsequent measurement of lease modifications, the Company is required to use the rate implicit in the lease. The Company uses its incremental borrowing rate, which is a collateralized rate, for leases without a rate implicit in the lease. The application of the incremental borrowing rate is performed on a lease-by-lease basis and approximates the rate at which the Company could borrow, on a secured basis for a similar term, an amount equal to its lease payments in a similar economic environment. The weighted average interest rates for the Company's finance leases is 7.58%.

The following table summarizes the Company's finance lease assets and lease liabilities as of December 31, 2023 and 2022:

Balance Sheet Classification		December 31,
Assets		2023		2022
Finance, noncurrent	ROU asset, net	$	11,443	$	19,832
Liabilities
Finance, current	Short-term finance lease		8,988		9,238
Finance, noncurrent	Long-term finance lease		3,294		11,305
Total lease liabilities		$	12,282	$	20,543

The following table shows the Company's future lease commitments due in each of the next two years:

Year Ending December 31,	Finance Lease Payments
2024	$	8,989
2025		4,493
Total lease payments		13,482
Less: Imputed interest		(1,200	)
Total lease payments	$	12,282

Note 10 - Stockholders' Equity (Deficit)

Series A-1 Convertible Preferred Shares

The Company has designated 300 shares of preferred stock with a par value of $0.001 as “Series A-1 Convertible Preferred Shares”.

The Series A-1 Convertible Preferred Shares entitle their holders to a number of votes equal to the number of shares issuable upon conversion times 2,000,000 granting the holders of Series A-1 Convertible Preferred Shares, as a group, effective control of the Company.

Each Series A-1 Convertible Preferred Shares are convertible, at the option of the holders, or automatically upon a Qualified Public Offering resulting in gross proceeds to the Company of not less than $30 million, in whole but not in part, into 300 shares of common stock.

Holders of Series A-1 Convertible Preferred Shares are not entitled to receive dividends, out of assets legally available thereof, prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation.

As of December 31, 2023 and 2022, there are 300 shares of Series A-1 Convertible Preferred Shares outstanding.

Series B-1 Convertible Preferred Shares

The Company has designated 500,000 shares of preferred stock with a par value of $0.001 as “Series B-1 Convertible Preferred Shares”.

The Series B-1 Convertible Preferred Shares entitle their holders to votes equal to the number of shares issuable upon conversion.

Each Series B-1 Convertible Preferred Share is convertible, at the option of the holders, or automatically upon a Qualified Public Offering resulting in gross proceeds to the Company of not less than $30 million, in whole but no in part, into 6 shares of common stock.

The Series B-1 Convertible Preferred Shares shall be entitled to receive an annual dividend, payable in newly issued common stock, in an amount equal to ten percent of the number of then existing Series B-1 Convertible Preferred Shares issued and outstanding prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation. This Dividend shall be cumulative.

F-37

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

As of December 31, 2023 and 2022, there are 5 shares of Series B-1 Convertible Preferred Shares outstanding.

Common Stock

The Company is authorized to issue 975,000,000 shares of common stock with a par value of $0.001 per share as of December 31, 2023 and 2022.

During the year ended December 31, 2023, the Company completed private sales of 249,333 shares of common stock at $1.50 and 1,337,000 common stock units at $1.50 which consisted of 1 share of common stock and one (1) common stock warrant with an exercise price of $2.00 and exercise period of five years for aggregate gross proceeds of $2,379,500.

During the year ended December 31, 2022, the Company completed private sales of 50,000 common stock units at $1.00 per unit for gross proceeds of $50,000.

Common Stock Warrants

The following table presents the Company’s common stock warrant activity for the years ended December 31, 2023 and 2022:

	Number of Shares Underlying Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding as of January 1, 2022		540,956		$	4.99		2.25
Granted		50,000		$	2.00		-
Forfeited		(112,500	)	$	5.00		-
Outstanding as of December 31, 2022		478,456		$	3.90		1.67
Granted		1,860,135		$	1.96		-
Forfeited		(303,456	)	$	5.00		-
Outstanding and exercisable as of December 31, 2023		2,035,135		$	1.96		4.28

During the year ended December 31, 2023, 373,135 warrants were issued with a note payable (see Note 5), 150,000 warrants were issued in connection with a legal settlement (see Note 13), and 1,337,000 warrants were issued in connection with a private placement of common stock and common stock warrant units for cash (see above). As of December 31, 2023, warrants outstanding consist primarily of warrants to service providers, warrants issued with debt, warrants issued in a legal settlement and warrants issued with the sale of units in a private placement (see above).

During the year ended December 31, 2022, 50,000 warrants were issued in connection with the sale of common stock.

Note 11 - Stock Based Compensation

Stock Options

The fair value of service and performance-based stock options granted to employees and non-employees was estimated on the grant date using the Black-Scholes valuation model with the following assumptions:

	December 31,
	2023			2022
Dividend yield		0	%		0	%
Expected term	6 years			6 years
Risk-free interest rates	3.50% - 4.84%			1.37% - 2.44%
Expected volatility	109.96% - 123.95%			88.03% - 88.98%

Dividend Yield – The dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to do so.

Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

F-38

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Expected Volatility – Since the Company does not have a sufficient trading history of its common stock, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its business over a period equivalent to the expected term of the stock option grants.

Fair Value of Common Stock– The fair value of common stock is based on the closing price of the Company’s common stock, as reported on Over-the-Counter Market (“OTC”) on the date of grant.

The following table summarizes activity under the Company’s stock option plan:

	Number of Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Intrinsic Value
Outstanding as of January 1, 2022		1,040,000		$	1.05		5.88	$	2,017,600
Granted		4,682,462		$	1.97		-		-
Forfeited		(50,000	)	$	-		-		-
Outstanding as of December 31, 2022		5,672,462		$	1.80		9.07		6,750,230
Granted		862,500		$	2.50		-		2,898,000
Forfeited		(417,500	)	$	-		-		-
Outstanding as of December 31, 2023		6,117,462		$	1.90		8.16	$	24,225,150
Vested and exercisable as of December 31, 2023		3,367,462		$	1.83		7.71	$	13,570,872

The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022, was $2.60 and $3.35, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $352,602 and $350,944, respectively, of stock-based compensation in connection with service based option grants which is included in general and administrative expenses on the consolidated statements of operations. As of December 31, 2023, total unrecognized stock-based compensation expense for service-based option grants was $972,363, which is expected to be recognized over a straight-line basis over a weighted-average period of 3.27 years.

Intrinsic value is measured using the fair market value as of December 31, 2023 and 2022 less the applicable weighted average exercise price.

Market-Based Option Grants

In July 2022, the Board of Directors approved and amended executive employment agreements for the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). Commencing July 15, 2022 the CEO and COO annual base salary is $275,000 each. Additionally, in October 2022 the Board of Directors granted 2,250,000 options at an exercise price of $2.00, to both the CEO and COO, for a total of 4,500,000 options, with vesting of options based on Sustained Market Capitalization targets as follows:

Vesting Trigger	Number of Options Vested
On the date Sustained Market Capitalization first equals or exceeds $29,268,520		900,000
On the date Sustained Market Capitalization first equals or exceeds $58,537,040		900,000
On the date Sustained Market Capitalization first equals or exceeds $117,074,080		900,000
On the date Sustained Market Capitalization first equals or exceeds $175,611,120		900,000
On the date Sustained Market Capitalization first equals or exceeds $234,148,160		900,000

Sustained Market Capitalization is the average market capitalization for the 90 trading days immediately prior to the date of such determination. Upon vesting, the options may be exercised for up to 10 years after the date of grant.

The Company estimated the fair value of this market-based award using Monte Carlo simulation. The Company estimates the expected term based on a future exercise assumption. The weighted average derived service period for this award is 6.0 years. The optionee has up to 10 years to exercise any vested options. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes. The expected volatility is derived from the average historical stock volatilities of several public companies within the Company’s industry that the Company considers to be comparable to its business over a period equivalent to the derived term of the stock option grant award. The following assumptions were used to estimate the fair value of this award:

F-39

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Stock price on date of grant	$	1.63
Exercise Price	$	2.00
Dividend Yield		-	%
Risk-free interest rate		4.25	%
Expected volatility		80.01	%

The total grant date fair value of these market-based awards is estimated at $14,829,290. For the years ended December 31, 2023 and 2022, the Company recognized $5,403,254 and $2,639,157 of stock-based compensation as a component of general and administrative expense for these awards, respectively. Unrecognized stock-based compensation for these market-based awards as of December 31, 2023 was $6,782,168, which is expected to be recognized over the remaining derived service period of 3.1 years. In March 2023, the first market capitalization triggers were achieved resulting in the vesting of 900,000 options.

In August 2021, the Company approved a stock option grant to an employee of the Company exercisable for up to 400,000 shares of the Company’s common stock provided that certain market capitalization targets are met. Market capitalization is the product of (i) the number of shares of common stock outstanding and (ii), the closing price per share of common stock as quoted on the OTC market. This stock option grant does not contain a time vesting or service condition other than, the employee must be an employee when the market capitalization targets are met for the stock options to vest.

The market capitalization targets, as well as the number of options that vest, are shown in the table below:

Market Capitalization	Number of Options Vested
On the date market capitalization first exceeds $10,000,000		100,000
On the date market capitalization first exceeds $20,000,000		100,000
On the date market capitalization first exceeds $30,000,000		100,000
On the date market capitalization first exceeds $40,000,000		100,000

The Company estimated the fair value of this market-based award using Monte Carlo simulation. The Company estimated the expected term based on a future exercise assumption. The weighted average derived service period for this award was 1.2 years. The optionee has up to 10 years to exercise any vested options. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes. The expected volatility is derived from the average historical stock volatilities of several public companies within the Company’s industry that the Company considers to be comparable to its business over a period equivalent to the derived term of the stock option grant award. The following assumptions were used to estimate the fair value of this award:

Stock price on date of grant	$	1.07
Exercise Price	$	1.07
Dividend Yield		-	%
Risk-free interest rate		1.45	%
Expected volatility		125	%

The total grant date fair value of this market-based award was estimated at $330,000. For the years ended December 31, 2023 and 2022, the Company recognized $0 and $126,644, of stock-based compensation as a component of general and administrative expense for this award. As of December 31, 2022, all options issued in connection with this award were fully vested and exercisable.

Restricted Stock Awards

The fair value of restricted stock awards (“RSA”) is based on the closing price of the Company’s common stock on the OTC market. The following table summarizes the restricted stock award activity:

Restricted Stock Units

F-40

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

	Shares Outstanding			Weighted Average Grant Date Fair Value
Unvested balance - January 1, 2022		154,312		$	4.58
Granted		142,521			1.79
Vested		(254,556	)		1.79
Unvested balance - December 31, 2022		42,277			4.27
Granted		312,112			2.49
Vested		(307,008	)		2.18
Unvested balance - December 31, 2023		47,381		$	2.32

The Company issues restricted stock units with immediate vesting and service based vesting conditions to various service providers. RSAs with service-based vesting are expensed over the related service period. During the years ended December 31, 2023 and 2022, the Company issued 312,112 and 142,521 of restricted common stock shares to service providers resulting in $914,260 (including approximately $180,000 of unrecognized compensation expense on unvested restricted shares at December 31, 2022) and $473,851 in stock-based compensation, respectively. As of December 31, 2023, 47,381 of the restricted shares granted remain unvested and $109,860 of unrecognized compensation expense which will be recognized through December 2024. The Company estimated the fair value of the shares based on the price as quoted on the OTC market on the date of grant.

Total stock-based compensation expense for all stock-based awards, including common stock options, restricted stock awards, common stock warrants and unpaid salary conversion to equity (see Note 11) was $6,670,116 and $5,377,036 for the years ended December 31, 2023 and 2022, respectively, and is included in general and administrative expenses within the statements of operations.

Note 12 - Commitments and Contingencies

Legal Matters

From time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods. The Company is not presently a party to any pending or threatened legal proceedings.

During the year ended December 31, 2023, the Company settled a legal matter by issuing an individual $81,000 in cash, 200,000 shares of common stock, and 150,000 five-year common stock warrants with an exercise price of $1.50. The fair value of the shares of common stock and warrants were estimated at $639,500 based on quoted market prices for the common stock and a Black-Scholes pricing model for the warrants and the following assumptions: expected term of 5 years, risk free interest rate of 3.72% and volatility of 121.00%. The aggregate settlement amount of $720,500 has been reflected as a component of general and administrative expenses.

Unpaid Salaries Settled in Shares of Common Stock

Prior to and continuing through 2022, the Company’s current CEO, former CEO, COO and VP of sales elected to forgo their cash compensation to conserve the Company’s cash position. As of December 31, 2021, the total amount due for unpaid salaries to these four individuals was $1,167,418 of which, $243,995 was owed to the Company’s previous CEO, a related party.

In March 2022, these individuals elected to convert all their unpaid salaries into 1,739,169 shares of the Company’s common stock at a $0.70 conversion price approved by the board of directors (See the Consolidated Statements of Changes in Stockholders’ Deficit). Due to the conversion price being less than the quoted market price of the Company’s stock on the date of conversion, an additional stock-based compensation charge of $1,913,084 was incurred for the year ended December 31, 2022. As of December 31, 2023 and 2022, there are no salaries payable due to any of these individuals.

401(k) Plan

In 2022, the Company began to offer the BioStem Inc. Employee 401(k), (“Retirement Plan”), a defined contribution plan. Under the Retirement Plan, eligible employees may defer a portion of their pretax salaries, but not more than the statutory limits. The Retirement Plan provides for a discretionary employer cash matching contribution. The Company plans to make matching cash contributions equal to 100% of employee contributions not exceeding 5%. The Company’s total expense for planned matching contributions was immaterial for the years ended December 31, 2023 and 2022.

F-41

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Note 13 - Income Taxes

For the years ended December 31, 2023 and 2022, the loss before income taxes was $8,482,984 and $7,231,796, respectively. The Company had an effective tax rate of (0.00%) for the years ended December 31, 2023 and 2022, respectively. The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022, were as follows:

	Years Ended December 31,
	2023			2022
Tax at federal statutory rate	(21.00%)			(21.00%)
Permanent differences		0.04	%		5.80	%
State tax		1.73	%	(3.14%)
Change in tax rates	(0.78%)				-
Change in valuation allowance		20.01	%		23.22	%
Other		0.00	%	(4.88%)
Total	(0.00%)			(0.00%)

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. The following table presents tax expenses by jurisdiction for the years ended December 31, 2023 and 2022:

	Years Ended December 31,
	2023			2022
Current
U.S. Federal	$	-		$	-
U.S. State		-			-
Total current provision	$	-		$	-
Deferred
U.S. Federal	$	(1,143,089	)	$	(1,368,342	)
U.S. State		135,719			(283,116	)
Total deferred provision		(1,007,370	)		(1,651,458	)
Change in valuation allowance		1,007,370			1,651,458
Total provision for income taxes	$	-		$	-

The table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2023 and 2022:

F-42

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

	December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforward	$	8,106,640		$	7,713,886
Stock-based compensation		2,320,504			1,869,762
Research and development credits		30,240			-
Capitalized research and development expenses		62,244			-
Allowance for doubtful accounts		12,208			-
Nondeductible charitable contributions		1,364			-
Interest expense		-			12,274
Inventory reserve		-			6,336
Intangible assets		55,588			40,138
Gross deferred tax assts		10,588,788			9,642,396
Less valuation allowance		(10,538,820	)		(9,531,450	)
Total deferred tax assets	$	49,968		$	110,946
Deferred tax liability:
Fixed Assets	$	(49,968	)	$	(110,946	)
Net deferred tax assets	$	-		$	-

The Company has Federal and Florida net operating loss (“NOLs”) carryforwards of approximately $34.4 million and $20.3 million, as of December 31, 2023 and 2022, respectively. The federal NOLs generated in the years ended December 31, 2014 through 2017 of $13.6 million begin to expire in 2034 and can be used to offset taxable income in its entirety. Federal NOLs generated after December 31, 2017, of $20.8 million, have an infinite carryforward period but are subject to 80% deduction limitation based upon pre-NOL deduction taxable income. Florida NOLs generated after December 31, 2017, of $20.3 million, have an infinite carryforward period but are subject to 80% deduction limitation based upon Florida tentative adjusted federal income for years beginning after December 31, 2020.

The utilization of the Company’s net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state tax provisions, due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has not completed an analysis of an ownership change under Section 382 of the Code. To the extent that a study is completed and an ownership change is deemed to occur, the Company’s net operating losses and tax credits could be limited.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2023 and 2022.

There was no income tax expense for the years ended December 31, 2023 and 2022.

Uncertain Tax Positions

As of December 31, 2023 and 2022, the Company does not have any unrecognized tax benefits.

Note 14 - Subsequent Events

The Company has evaluated all transactions and events after the balance sheet date through April 19, 2024 the date on which these financials were available to be issued, and except as already included below, has determined that no additional disclosures are required.

On January 8, 2024, the Board of Directors approved the appointment of a new Chief Commercial Officer ("CCO") to the Company. As part appointment, the Board of Directors also approved the granting of 200,000 options to purchase the Company's common stock at an exercise price of $6.29. The total grant date fair value of this award is approximately $1,080,000 and vests over four (4) years.

F-43

BioStem Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

On January 31, 2024, the Company's Board of Directors authorized the issuance of 295,000 options to purchase the Company's common stock to fifteen (15) employees of the Company. The total grant date fair value of the options was $1,834,900 and vest over four (4) years.

During the first quarter of 2024, the second Sustained Market Capitalization target was met for the CEO and COO market-based stock option award (Note 11) resulting in the vesting of an additional 900,000 option awards.

On March 15, 2024, the Company entered a thirty-eight (38) month lease for office space commencing April 1, 2024. Monthly lease payments are $10,405, $10,580, and $10,750 for the periods from June 1, 2024 through May 31, 2025, June 1, 2025 through May 31, 2026 and June 1, 2026 through May 31, 2027, respectively.

On April 8, 2024, the Company entered into an agreement with a service provider to provide certain services until December 27, 2025 in exchange for 60,000 shares of the Company's stock, and a common stock purchase warrant ("Warrant") which permits the service provider to purchase 50,000, 50,000 and 100,000 shares of the Company's common stock at a price of $4.00 per share, $5.00 per share and $6.00 per share, respectively. The Warrant is immediately exercisable at any time, in whole or in part, by the service provider from April 8, 2024, to April 8, 2029. The total grant estimated date fair value of the Warrant using the Black-Scholes option pricing model is $2,628,500 and will be recognized into expense over the term of the service provider's agreement.

F-44

Exhibit Index

Exhibit Number	Description of Exhibit
3.1*	Amended and Restated Articles of Incorporation of BioStem Technologies, Inc.
3.2*	Articles of Amendment to Amended and Restated Articles of Incorporation of BioStem Technologies, Inc.
3.3*	Amended and Restated Bylaws of BioStem Technologies, Inc.
3.4**	Second Amended and Restated Articles of Incorporation of BioStem Technologies, Inc.
3.5**	Second Amended and Restated Bylaws of BioStem Technologies, Inc.
4.1*	Certificate of Designation for Series A-1 Preferred Stock of BioStem Technologies, Inc.
4.2*	Certificate of Designation for Series B-1 Preferred Stock of BioStem Technologies, Inc.
10.1†*	2021 Stock Incentive Plan.
10.2†*	2022 Stock Incentive Plan.
10.3†*	Employment Agreement with Jason Matuszewski dated July 22, 2022.
10.4†*	Amendment to Employment Agreement with Jason Matuszewski dated October 24, 2022.
10.5†*	Amended and Restated Employment Agreement with Michael Fortunato dated October 24, 2022.
10.6†*	Employment Agreement with Andrew Van Vurst dated July 22, 2022.
10.7†*	Amendment to Employment Agreement with Andrew Van Vurst dated October 24, 2022.
10.8†*	Employment Agreement with Shawn McCarrey dated January 8, 2024.
10.9†*	Equity Exchange Agreement By and Among BioStem Technologies, Inc. and Jason Matuszewski.
10.10†*	Equity Exchange Agreement By and Among BioStem Technologies, Inc. and Andrew Van Vurst.
10.11*#	Distribution and Services Agreement with Venture Medical, LLC dated September 8, 2023.
10.12*#	Amendment to Distribution and Services Agreement with Venture Medical, LLC dated March 1, 2024.
10.13*	License Agreement with Hesed Life and Medical, LLC, dated June 29, 2023.
10.14†*	Form of RSU Award for grants made pursuant to the 2022 Stock Incentive Plan.
21.1*	List of Subsidiaries of BioStem Technologies, Inc.
23.1*	Consent of Independent Registered Public Accounting Firm

*	Filed herewith
**	To be filed by amendment
†	Includes management contracts and compensation plans and arrangements
#	Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

BioStem Technologies, Inc.

By:	/s/ Jason V. Matuszewski
	Name: Jason V. Matuszewski Title: Chief Executive Officer Date: September 27, 2024

EX-3.1

Exhibit 3.1

Amended and Restated Articles of Incorporation
of
BioStem Technologies, Inc.

Article I.Name

The name of the corporation is BioStem Technologies, Inc. (the “Corporation”).

Article II.Registered Office and Agent

The address of the registered office of the Corporation in the State of Florida is 4749 NE 11th Avenue, Oakland Park, FL 33334 o such other place as the Board of Directors of the Corporation (the ‘‘Board”) shall from time to time select.

The name and address of the Corporation’s registered agent in the State of Florida until such time as another agent may be duly authorized and appointed by the Board is Jason Matuszewski, 4749 NE 11th Avenue, Oakland Park, FL 33334.

Article III.Purpose and Business

The purpose of the Corporation is to engage in any lawful act or activity for which corporation may now or hereafter be organized under the Florida Business Corporation Act (as the same maybe amended and supplemented from time to time, and including any successor provision thereto, the “Act”) including, but not limited to the following:

1.The Corporation may at any time exercise such rights, privileges, and powers when not inconsistent with the purposes and object for which this corporation is organized;

2.The Corporation shall have power to have succession by its corporate name in perpetuity, or until dissolved and its affairs wound up according to law;

3.The Corporation shall have power to sue and be sued in any court of law or equity;

4.The Corporation shall have power to make contract;

5.The Corporation shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or request in the State of Florida, or in any Other State, territory or country;

6.The Corporation shall have power to appoint such officers and agents as the affairs of the Corporation shall require and allow them suitable compensation;

7.The Corporation shall have power to make bylaws not inconsistent with the constitution or laws of the United States, or of the State of Florida, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business and the calling and holding of meetings of stockholders;

8.The Corporation shall have the power to wind up and dissolve itself, or be wound up or dissolved;

9.The Corporation shall have the power to adopt and use a common seal or stamp, or to not use such seal or stamp and if one is used, to alter the same. The use of a seal or stamp by the Corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document;

10.The Corporation shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawn purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidence of indebtedness, payable at a specified time or events, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased or Acquired, or for another lawful object;

11.The Corporation shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidence in indebtedness created by any other corporation or corporations in the State of Florida, or any other state or government and, while the owner of such stock, bonds, securities or evidence of indebtedness, to exercise all the rights, powers and privileges of Ownership, including the right to vote, if any;

12.The Corporation shall have the power-to purchase, hold, sell and transfer of its own capital stock and use therefore its capital, capital surplus, or other property or fund;

13.The Corporation shall have to conduct business ,have one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Florida and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and in any foreign country;

14.The Corporation shall have the power to do all and everything necessary and proper for the accomplishment of the objects enumerated in articles of incorporation, or any amendments thereof, or necessary or incidental to the protection and benefit of the Corporation and, in general, to carry on any lawful business necessary or incidental to the attainment Of the purposes of the Corporation, whether or not such business is similar in nature to the purposes set forth in the articles of incorporation of the Corporation, or any amendment thereof;

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15.The Corporation shall have the power to make donations for the public or for charitable, scientific or educational purposes; and

16.The Company shall have the power to enter partnerships, general or limited, or joint ventures, in connection with any lawful activities.

Article IV.Capital Stock

1.Classes and Number of Shares. The total number of all classes of stock, which the Corporation shall have authority to issue shall be Nine Hundred Seventy Five Million (975,000,000) shares of common stock, par value of $0.001 per share (the “Common Stock”) and Twenty Five Million (25,000.000) shares of preferred stock (the “Preferred Stock”).

2.Powers and Rights of Common Stock.

a.Preemptive Right. No shareholders of the Corporation holding common stock shall have any preemptive or other right to subscribe for additional unissued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Corporation.

b.Voting Rights and Powers. With respect to all matter upon which stockholders are entitled to vote or to which stockholders are entitled give the holders of the outstanding shares of the Common Stock shall be entitled to cast thereon one (l) vote in person or by proxy for each share of the Common Stock standing in his or her name-

c.Dividends and Distributions.

i.Cash Dividends. Subject to the rights of holders of Preferred Stock, holders of Common Stock shall be entitled to receive such cash dividends may be declared thereon by the Board from time to time out of assets of finds of the Corporation legally available therefore; and

ii.Other Dividends and Distributions. The Board may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock divided or split-up of the shares of the Common Stock.

d.Other Rights. Except as otherwise required by the Act and as may otherwise be provided in these Articles of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights in liquidation.

3.Powers and Rights of Preferred Stock.

a.Currently Authorized Preferred Stock. The Corporation currently has designated 1,000,000 shares of Preferred Stock as follows:

i.500,000 shares of Preferred Stock have been designated as “Series A-1 Convertible Preferred Stock” pursuant to the Amended Certificate of Designation of Series A-1 Convertible Preferred Shares filed with the Secretary of State of the State of Florida on December 23, 2014, which is incorporated herein; and

ii.500,000 shares of Preferred Stock have been designated as “Series B-l Convertible Preferred Stock” pursuant to the Amended Certificate of Designation of Series B-1 Convertible Preferred Shares filed the Secretary of State of the State of Florida on December 23, 2014, which is incorporated herein.

b.The powers, preferences, rights, qualifications, limitations and restrictions pertaining to the Preferred Stock, or any thereof, other than as set forth herein, shall be such as may be fixed, from time to time, by the Board in its sole discretion, authority to do so being hereby expressly vested in the Board. The Authority of the Board with respect to each such series of Preferred Stock will include, without limiting the generality of the foregoing, the determination of any or all of the following:

i.The number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

ii.the voting powers, if any: of the shares of such series and whether such voting powers are full or limited;

iii.the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

iv.whether dividends, if any, will be cumulative or noncumulative, the dividend rate or rates of such series and the dates and preferences of dividends on such series;

v.the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, Corporation;

vi.the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or class of stock, or any other security, of the Corporation or my other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto;

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vii.the right, if any, to subscribe for or to purchase any securities of Corporation or any other corporation or other entity;

viii.the provisions, if any, of a sinking fund applicable to such series; and

ix.any other relative, participating, optional or other powers, preferences or rights, and any qualifications, limitations or restrictions of such series.

4.Issuance of the Common Stock and the Preferred Stock. The Board may from time to time authorize by resolution the issuance of any or all shares of the Common Stock and the Preferred Stock herein authorized in accordance with the terms and conditions set forth in these Articles of incorporation for such purposes, in such amounts, to such persons corporations, or entities, for such consideration in the case of the Preferred Stock, in one or more *tie, all as the Board in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law. The Board, from time to time, also may authorize, by resolution, options, warrants and other rights convertible into Common or Preferred stock (collectively “securities”) The securities must be issued for such consideration, including cash, property, or services, as the Board may deem appropriate, subject to the requirement that the value of such consideration be no less than the par value of the shares issued. Any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid stock and the holders of such shares shall not be liable for any Farther call or assessment or any other payment thereon, provided that the actual value of consideration is not less that the par value of die shares so issued. The Board may issue shares of the Common Stock in form of a distribution or distributions pursuant to B stock dividend or split-up of the shares of the Common Stock only to the then holders of the outstanding shares of the Common Stock.

5.Cumulative Voting. Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation.

6.One Class. Except as otherwise required by the Act, these Articles of Incorporation, or any designation for a class of Preferred Stock (which may provide that an alternate vote is required), (i) all shares of stock of the Corporation shall vote together as one class on all mattes submitted to a vote of the shareholders of the Corporation; and (ii) the affirmative vote of a majority of the voting pow« of all outstanding shares of voting stock entitled to vote in connection with the applicable matter shall be required for approval of such mater.

7.Purchase of Shares. The Corporation shall have due authority to purchase, directly or indirectly, its own share to the extent of the aggregate of the unrestricted capital surplus available therefore any unrestricted reduction surplus available therefore, without submitting such purchase to a vote of the stockholders of the Corporation.

Article V.Adoption of Bylaws

In the furtherance and not in limitation of the powers conferred by statute and subject to Article VI, the Board is expressly authorized to adopt, repeal, rescind or alter or amend in any respect the bylaws of the Corporation (the “Bylaws”).

Article VI.Shareholder Amendment of Bylaws

Notwithstanding Article V hereof, the Bylaws may also be adopted, repealed, rescinded, altered or amended in respect by the stockholders of the Corporation, but only by the affirmative vote of the holders of not less than fifty-one percent (51%) of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single voting class.

Article VII.Board of Director and Incorporator

1.The business and of the Corporation shell be managed by and under the direction of the Board- The sole current member of the Board is Jason Matuszewski, 4749 NE 11th Avenue, Oakland Park, FL 33334.

2.The name and business address of the original incorporator of the Corporation was Jason Matuszewski, 4749 NE 11th Avenue, Oakland Park, FL 33334.

3.Except as may otherwise be provided in connection with rights to elect additional directors under specified circumstances, which may be granted to the holders of my class or series of Preferred Stock, the number of directors of the Corporation may be amended from time to time as set forth in the Bylaws.

4.The Board of Directors, without the consent of the stockholders of the Corporation, may adopt any capitalization affecting the outstanding securities of the Corporation by effective a forward or reverse split of all outstanding securities of the Corporation, with appropriate adjustments to Corporation’s capital accounts, provided that the recapitalizations does not require any change in the Corporations Articles of Incorporation.

Article VIII.Term of Board of Directors

1.Except as otherwise required by applicable law, each director shall serve for a term ending on the date of the third Annual Meeting of Stockholders of the Corporation (the “Annual Meeting’) following the Annual Meeting at which such director was elected. All directors shall have equal standing.

2.Notwithstanding the foregoing provisions of this Article VIII each director shall serve until his successor is elected and qualified or until his death, resignation or removal; no decrease in the authorized number of directors shall shorten the term of any incumbent director, and additional directors, elected in connection with rights to elect such additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, shall not be included in any class, but shall serve for such term or terms pursuant to such that

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provisions are specified in the resolution of the Board of Directors establishing such class or series

Article IX.Vacancies on Board of Directors

Except as may otherwise provided in connection with rights to elect additional directors until specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, newly created directorships resulting from any increase in the number of directors, or any vacancies on the Board resulting from death, resignation, removal, or other causes, be filled solely by the quorum of the Board. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the term of directors in which the new directorship was created or the vacant occurred and until such director’s successor shall have been elected and qualified or until such director’s death, resignation or removal, whichever first occurs.

Article X.Removal of Directors

Except as may otherwise be provided in connection voting rights to elect additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, any director may be removed from office only by the affirmative vote of the holders of not less than two thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote. Failure of an incumbent director to be nominated to serve an additional term of once shall not be deemed a removal from office requiting any stockholder vote.

Article XI.Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation must be effective at a duly called Annual Meeting or at a special meeting of stockholders of the Corporation, unless such action requiring or permitting stockholder approval is approved by a majority Directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of voting stock having not less than minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law these Articles have been satisfied.

Article XII.Special Stockholder Meeting

Special meetings of the stockholders of the Corporation for any purpose or may be called at any time by a majority of the Board. Special meetings may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by Board, within the limits fixed

Article XIII.Location of Stockholder Meetings

Meetings of stockholders of the Corporation may be held within or without the Stare of Florida, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision of the Act) outside the State of Florida at such place to places as may be designated from time to time by Board in the Bylaws.

Article XIV.Private Property of Stockholders

The private property of the stockholders shall not be subject to me payment of corporate debts to any extent whatever and the stockholders shall not be personally liable for the payment of the Corporations debts.

Article XV.Amendments

The Corporation reserves the right to adopt, repeal, alter or amend in any respect any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by applicable law and all tights conferred on stockholders herein granted subject to this reservation.

Article XVI.Term of Existence

The Corporation is to have perpetual existence.

Article XVII.Liability of Directors

No director of this Corporation shall have personal liability to the Corporation or my of its holders for monetary damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer. The foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty t) the Corporation or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections Act, (iv) the payment of dividends in violation of Section 78.300 of the Act, or (v) for any from which the director derived an improper personal benefit. Any repeal or modification of this Article by the stockholder of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts of omissions prior to such repeal or modification.

Article XVIII.Indemnification

1.Each person (including here and hereinafter, the heirs, executors, administrators or estate of such person) (1) who is or a officer of the Corporation or who is or was serving at the request of the Corporation in the position of a director, officer, trustee, partner, agent or employee of another corporation, partnership, joint venture, trust or other enterprise, or (2) who is or was an agent or employee (other than office) of the Corporation and as to whom the Corporation has agreed to grant such indemnity, shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to the legislation or decision), against all fir— liabilities, settlements, costs and expenses, including attorneys’ fees, asserted against him or incurred by him in his as such director, officer, trustee, partner, agent or employee, or arising out of his status as such director, officer, trustee, partner, agent or employee. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking ratification may be The Corporation may maintain in some way, at its expense, to protect itself and any

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such person against any such fine, liability, cost or expense, including attorneys fees, whether or not the Corporation would have the legal power to directly indemnify him against such liability.

2.The rights granted under Section D 1 of this Article XVIII shall include the right to be paid by the Corporation the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); except that, if the Act so requires, an advancement of expenses incurred by an beneficiary in his or her capacity a director or officer (and not in any other capacity in which service was or is rendered by such beneficiary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation “fan undertaking , by or on behalf of such beneficiary, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such beneficiary is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in this Article XVIII shall be contact rights and such Rights shall continue as to a beneficiary who has ceased to be a director or officer and shall inure to the benefit of the beneficiary’s heirs, executors and administrators. No amendment to Article XVIII that limits the Corporation’s obligation regarding advancement of expenses shall have any effect on that right for a claim arising out of an act or omission that occurs prior to the date of the amendment.

3.The Corporation may, to the extent authorized from time by the Board, grant rights to indemnification and to use advancement of expenses any employee or agent of the Corporation or an administrator or fiduciary with respect to any employee benefit plan to the fullest extent of the provisions Of this Article XVIII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

4.Any indemnification or advancement of expenses made pursuant to this Article XVIII shall not be exclusive of any other right that any person may have or hereafter acquired under any statute, these Articles of Incorporation, the Bylaws or any agreement, vote of stockholders or disinterested directors or otherwise.

5.If this Article XVIII or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director and officer of the Corporation to the fullest extent permitted by all portions of this Article XVIII that has not beet invalidated and to the fullest extent permitted by law.

Article XIX.Forum Selection, Attorneys’ Fees;

1.Unless the Corporation consents in writing to the selection of an alterative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation. (ii) any action asserting a claim of breach of a fiduciary

duty by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) an action asserting 8 claim arising pursuant to any provision of the Act, or (iv) any Action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Florida, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendant.

2.If any action is brought by any party against another party, relating to or arising out of these Articles of Incorporation, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such notion. For purposes of these Articles of Incorporation, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photocopying, duplicating and other expenses, air freight charges—, and fee billed for law clerks, paralegal and other persons not admitted to the bar but performing services under the supervision of an Attorney, and the costs and fees incurred in connection with the enforcement or collection any judgment obtained in any such proceeding. The provisions of this Article XIX shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

3.The Corporation not to be governed by Section 607.0901 of the Act, as amended from time to time, relating to affiliated transactions.

4.The Corporation elects not to be governed by Section 607.0902 of the Act, as amended from time to time, relating to control share acquisitions.

5.The Board shall have the right to change the name of the Corporation without stockholder approval to a name that reflects the industry or business in which the Corporations business operations conducted or the name that will promote or conform to any principal product, technology or other asset of the Corporation that the Board, in its sole discretion, deems appropriate.

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IN WITNESS WHEREOF, Jason Matuszewski President Secretary and sole Director of the Corporation, has executed these Amended and Restated Articles of Incorporation as of March 17, 2016, and states:

That he is the current sole director and officer of the Company and that he has read the above and foregoing Amended and Restated Articles of incorporation; knows the contents thereof and that the same is true to the best of his knowledge and belief, excepting as to maters herein alleged upon information and belief and as to those matter he believes to be true. These Amended and Restated Articles of Incorporation were approved by the stockholders of the Corporation upon the recommendation of the Board, A-1 the number of votes cast for the amendment by the stockholders was sufficient for approval.

Sole Director, President and Secretary

  /s/ Jason Matuszewski

I, Jason Matuszewski, hereby accept the appointment registered agent of BioStem Technologies, Inc., and am familiar with, and accept, the obligations of that position as provided in the Florida Business Corporation Act.

  /s/ Jason Matuszewski

March 17, 2016

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EX-3.2

Exhibit 3.2

ARTICLES OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
Of
BioBlue Technologies, Inc.

The undersigned, being the Chief Operating Officer of BioBlue Technologies, Inc., 8 corporation existing under the laws of the State of Florida (the “Corporation”), does hereby amend the Amended and Restated Articles of Incorporation of the Corporation filed With the Division of Corporations on March 17, 2016, as thereafter amended (the “Amended and Restated Articles Of Incorporation”), as follows:

1. “Affiliate, Name” is hereby replaced in its entirety to read as follows:

“Article I Name

The name of the corporation is BioStem Technologies, inc. (the “Corporation”). “

2. This amendment of the Amended and Restated Articles of Incorporation has been duly adopted by the Unanimous written consent of the Corporation’s board of directors as of January 4, 2018 in accordance with the provisions of Section 607.0821 of the Florida Business Corporation Act, and has been adopted and approved by the shareholders of the Corporation on January 5, 2018, and the number of votes cast for the amendment by the shareholders was sufficient for approval.

3. The effective date of this amendment of the Amended and Restated Articles of Incorporation shall be on the filing hereof with the Secretary of State of the State of Florida.

IN WITNESS WHEREOF, the undersigned has caused this amendment to Amended and Restated Articles of Incorporation to be signed on the date indicated below.

BioBlue Technologies, Inc.,

Chief Operating Officer

Date: January 5, 2018

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED BYLAWS
OF
BioStem Technologies, Inc.
a Florida corporation

1.Offices.

1.1.Registered Office. The registered office of BioStem Technologies, Inc. (the “Corporation”) in the State of Florida shall be Jason Matuszewski, 4749 NE 11th Avenue, Oakland Park, FL 33334 or such other place as the Board of Directors of the Corporation (the “Board”) shall from time to time select.

1.2.Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Florida, as the Board may from time to time determine or the business of the Corporation may require.

1.3.Registered Agent. The Corporation’s registered agent shall be Jason Matuszewski, 4749 NE 11th Avenue, Oakland Park, FL 33334 or such other agent as the Board shall from time to time select.

2.Meetings of Stockholders.

2.1.Annual Meetings. The annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting shall be held at such time and date and place as the Board, by resolution, shall determine and as set forth in the notice of the meeting and shall be held at such place, either within or without the State of Florida. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.

2.2.Deferred Meeting for Election of Directors, etc. If the annual meeting of stockholders for the election of directors and the transaction of other business is not held within the time specified in Section 2.1 of these Bylaws, the Board shall call a special meeting of stockholders for the election of directors and the transaction of other business as soon thereafter as convenient.

2.3.Other Special Meetings. A special meeting of stockholders (other than a special meeting for the election of directors), unless otherwise prescribed by statute, may only be called by the Board and may be called at any time by the Board. At any special meeting of stockholders, only such business may be transacted as is related to the purpose(s) of such meeting set forth in the notice thereof given pursuant to Section 2.5 of these Bylaws or in any waiver of notice thereof given pursuant to Section 2.6 of these Bylaws.

2.4.Fixing Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to

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express consent to corporate action in writing without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as of the record date for any such determination of stockholders. Such date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting nor more than sixty (60) days prior to any other action. If no such record date is fixed:

(a)The record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if no notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(b)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed;

(c)The record date for determining stockholders for any purpose other than those specified in Sections 2.4(a) and 2.4(b) of these Bylaws shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of stockholders entitled to notice of, or to vote at, any meeting of stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

2.5.Notice of Meetings of Stockholders; Location. Except as otherwise provided in Sections 2.4 and 2.6 of these Bylaws, whenever under any provision of the Florida Business Corporation Act (as the same may be amended and supplemented from time to time, and including any successor provision thereto, the “Act”), the Articles of Incorporation of the Corporation (as the same may be amended, supplemented and/or restated from time to time, the “Articles”) or these Bylaws, stockholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called. Except as otherwise provided by any provision of the Act, a copy of the notice of any meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the date of the meeting, to each stockholder entitled to notice of, or to vote at, such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken and, at the adjourned meeting, any business may be transacted that might have been transacted at the meeting originally called. If, however, the adjournment is for more than 60 days or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Board may designate the place of meeting for any meeting of Stockholders. If no designation is made by

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the Board, the place of meeting shall be the principal executive offices of the Corporation. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the Act

2.6.Waivers of Notice. Whenever notice is required to be given to the stockholders under any provision of the Act, or the Articles or these Bylaws, a written waiver thereof, signed by a stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

2.7.Quorum of Stockholders; Adjournment; Postponement. The holders of a 33.33% of the voting power, present, in person or represented by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of any business at such meeting, except where otherwise provided by any provision of the Act. When a quorum is once present to organize a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders. The Chairman, or the holders of a majority of the shares of stock present in person or represented by proxy at any meeting of stockholders, including an adjournment meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Any previously scheduled meeting of stockholders may be postponed, and any previously scheduled special meeting of Stockholders may be canceled, by the Board upon public notice given prior to the time previously scheduled for such meeting of stockholders.

2.8.Voting; Proxies.

(a)Unless otherwise provided in the Articles, every stockholder of record shall be entitled at every meeting of stockholders to one vote for each share of capital stock standing in his name on the record of stockholders determined in accordance with Section 2.4. If the Articles provides for more or less than one vote for any share on any matter, every reference in these Bylaws or any provision of the Act, to a majority or other proportion of stock shall refer to such majority to other proportion of the votes of such stock. The provisions of the Act shall apply in determining whether any shares of capital stock may be voted and the persons, if any entitled to vote such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders as owners thereof for all purposes.

(b)In any uncontested election of directors, each person receiving a majority of the votes cast shall be deemed elected. For purposes of this paragraph, a ‘majority of the votes cast’ shall mean that the number of votes cast ‘for’ a director must exceed the number of votes cast ‘against’ that director (with ‘abstentions’ and ‘broker non-votes’ not counted as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual

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agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “Nominating and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 2.9 and (ii) such nomination has not been withdrawn by such stockholder on or before the 10th day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided in the Articles.

(c)As to each matter submitted to a vote of the stockholders (other than the election of directors), except as otherwise provided by law or by the Articles or by these Bylaws, such matter shall be decided by a majority of the votes cast on such matter.

(d)In voting on any other question on which a vote by ballot is required by law or is demanded by any stockholder entitled to vote (other than election of directors), the voting shall be by ballot. Each ballot shall be signed by the stockholder voting or by his proxy and shall state the number of shares voted. Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person(s) to act for him by proxy. Any proxy to be used at a meeting of stockholders must be delivered to the Secretary of the Corporation or his or her representative at the principal executive offices of the Corporation at or before the time of the meeting. The validity and enforceability of any proxy shall be determined in accordance with the provisions of the Act. The Chairman shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting.

2.9.Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of stockholders at which directors are to be elected only (a) by or at the direction of the Board or (b) by any stockholder of the Corporation entitled to vote for the election of directors at a meeting who complies with the notice procedures set forth in Section 2.10.

2.10.Notices of Business or Nominations for Director.

(a)For director nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder, a stockholder’s notice must include the following information and/or documents, as applicable: (A) the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and of the beneficial owner of stock of the Corporation, if any, on whose behalf such nomination or proposal of other business is made (such beneficial owner, the “Beneficial Owner”); (B) representations that, as of

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the date of delivery of such notice, such stockholder is a holder of record of stock of the Corporation and is entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to propose and vote for such nomination and any such other business; (C) as to each person whom the stockholder proposes to nominate for election or re-election as a director (a “Stockholder Nominee”): (1) all information relating to such Stockholder Nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended from time to time, the “Exchange Act”) or any successor provision thereto, including such Stockholder Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and to being named in the Corporation’s proxy statement and form of proxy if the Corporation so determines, (2) a statement whether such Stockholder Nominee, if elected, intends to tender, promptly following such Stockholder Nominee’s election or re-election, an irrevocable offer of resignation effective upon such Stockholder Nominee’s failure to receive the required vote for re-election at the next meeting at which such Stockholder Nominee would face re-election and upon acceptance of such resignation by the Board; and (3) such other information as may be reasonably requested by the Corporation; (D) as to any other business that the stockholder proposes to bring before the meeting: (1) a brief description of such business, (2) the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws, the text of the proposed amendment) and (3) the reasons for conducting such business at the meeting; and (E) in all cases: (1) the name of each individual, firm, corporation, limited liability company, partnership, trust or other entity (including any successor thereto, a “Person”) with whom the stockholder, any Beneficial Owner, any Stockholder Nominee and the respective affiliates and associates (as defined under Regulation 12B under the Exchange Act or any successor provision thereto) of such stockholder, Beneficial Owner and/or Stockholder Nominee (each of the foregoing, including, for the avoidance of doubt, the Stockholder, Beneficial Owner and/or Stockholder Nominee, a “Stockholder Group Member”) either is acting in concert with respect to the Corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such Person in response to a public proxy solicitation made generally by such Person to all holders of common stock of the Corporation) or disposing of any capital stock of the Corporation or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses) (each Person described in this clause (1), including each Stockholder Group Member, a “Covered Person”), and a description, and, if in writing, a copy, of each such agreement, arrangement or understanding, (2) a list of the class, series and number of shares of capital stock of the Corporation that are beneficially owned or owned of record by each Covered Person, together with documentary evidence of such record or beneficial ownership, (3) a list of all derivative securities (as defined in Rule 16a-1 under the Exchange Act or any successor provision thereto) and other derivatives or similar arrangements to which any Covered Person is a counterparty and relating to any shares of capital stock of the Corporation, a description of all economic terms of all such derivative securities and other derivatives or similar arrangements and copies of all agreements and other documents relating to each of such derivative securities and other derivatives or similar arrangements, (4) a list of all transactions by any Covered Person involving any shares of capital stock of the Corporation or any derivative securities (as defined under Rule 16a-1 under the Exchange Act or any successor provision thereto) or other derivatives or similar arrangements

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related to any shares of capital stock of the Corporation entered into or consummated within 60 days prior to the date of such notice, (5) details of all other material interests of each Covered Person in such nomination or proposal or shares of capital stock of the Corporation (including any rights to dividends or performance-related fees based on any increase or decrease in the value of such shares of capital stock) and (6) a representation as to whether any Covered Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to, in the case of a nomination or nominations, at least the percentage of the Corporation’s outstanding capital stock reasonably believed by the Covered Person to be sufficient to elect the nominee or nominees proposed to be nominated by the stockholder and, in the case of a proposal, holders of at least the percentage of the Corporation’s outstanding capital stock required to elect any Stockholder Nominee or approve such proposal (such representation, the “Solicitation Representation”).

(b)A notice delivered by or on behalf of any Stockholder under this Section 2.10 shall be deemed to be not in compliance with this Section 2.10 and not be effective if: (x) such notice does not include all of the information, documents and representations required under this Section 2.10, (y) after delivery of such notice, any information or document required to be included in such notice changes or is amended, modified or supplemented, as applicable, prior to the date of the relevant meeting and such information and/or document is not delivered to the Corporation by way of a further written notice as promptly as practicable following the event causing such change in information or amendment, modification or supplement, as applicable, and in any case where such event occurs within 45 days of the date of the relevant meeting, within five business days after such event or (z) any Covered Person does not act in accordance with the representation set forth in the Solicitation Representation; provided, however, that the Board shall have the authority to waive any such non-compliance if the Board determines that such action is appropriate in the exercise of its fiduciary duties.

(c)Notwithstanding Section 2.10(b), in the event that the number of directors to be elected to the Board is increased effective at the next annual meeting and there is no Public Announcement (as defined below) specifying the size of the increased Board made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation and such notice otherwise complies with the requirements of this Section 2.10. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 90 days, from such anniversary date, or if no annual meeting was held in the preceding year, notice by a stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which the Public Announcement of the date of such meeting is first made by the Corporation. In no event shall the Public Announcement of an adjournment or postponement of an annual meeting commence a new time period for the giving of a Stockholder’s notice as described in this Section 2.10.

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(d)“Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or any document delivered to all Stockholders (including any quarterly income statement).

2.11.Selection and Duties of Inspectors at Meeting of Stockholders. The Board, in advance of any meeting of stockholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may and, on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector(s) shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and shall do such acts as are proper to conduct the election or vote with fairness to all stockholders. On the request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspector(s) shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. Any report or certificate made by the inspector(s) shall be prima facie evidence of the facts stated and of the vote as certified by him or them.

2.12.Organization. At every meeting of stockholders, the President or, in the absence of the President or a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present) shall act as chairman of the meeting. In case none of the officers above designated to act as chairman or secretary of the meeting, respectively, shall be present, a chairman or a secretary of the meeting, as the case may be, may be chosen by a majority of the voting power, which includes the voting power which is present in person or represented by proxy and entitled to vote at the meeting.

2.13.Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at such meeting by the holders of shares of capital stock present, in person or represented by proxy and entitled to vote at the meeting.

2.14.Action Without Meeting. Unless otherwise provided by the Articles, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote if a consent in writing setting forth the action so taken is signed by the stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such action at a meeting, then that proportion of written consents is required. Every written consent shall bear the date of signature of each stockholder who signs

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the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed herein. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.14 to the extent permitted by law. Any such consent shall be delivered in accordance with the Act. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date of such meeting had been the date that written consents signed by a sufficient number of stockholders or members to take the action were delivered to the Corporation as provided by law.

2.15.Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing

3.Directors.

3.1.Number and Term. Except as provided by any provision of the Act, the number of directors shall be such number of persons as the majority of the full Board, by resolution, may from time to time determine. The directors shall, except for filling vacancies (whether resulting from an increase in the number of directors, resignations, removals or otherwise), be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor is elected and qualified. Directors need not be stockholders. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. The members of the Board shall elect a chairman of the Board (the “Chairman”) by a vote of a majority vote of all directors (which may include the vote of the person so elected).

3.2.Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein and, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

3.3.Vacancies. Except as set forth in Section 3.4 of these Bylaws, if the office of any director, member of a committee or other officer becomes vacant (whether resulting from an increase in the number of directors, resignations, removals or otherwise), the remaining directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

3.4.Removal. Any director(s) may be removed either for or without cause at any time by the affirmative vote of the holders of two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote, at a special meeting of the stockholders called for that

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purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

3.5.Increase or Decrease of Number. The number of directors may be increased or decreased only by the affirmative vote of a majority of the directors, though less than a quorum. Any newly created directorships may be filled in the same manner as a vacancy.

3.6.Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by applicable law or by the Articles. If any such provision is made in the Articles, the powers and duties imposed upon the Board by applicable law shall be exercised or performed to such extent and by such person or persons as shall be provided in the Articles. The Board shall exercise all of the powers of the Corporation except such as are by law, or by the Articles of the Corporation or by these Bylaws, conferred upon or reserved to the stockholders.

3.7.Conference Call. Members of the Board or any committee designated by such Board may participate in a meeting of the Board or such committee by means of telephone conference or similar communication equipment by means of which all persons participating in the meeting can hear each other and participation pursuant to this section shall constitute presence at such meeting.

3.8.Committees. The Board may, by resolution(s) passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or such committee or committees, the member or members thereof present at any such meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, but no such committee shall have the power or authority in reference to amending the Articles, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws of the Corporation and, unless the resolution, these Bylaws or the Articles expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

3.9.Meetings. Meetings of the Board, regular or special, may be held at any place within or without the State of Florida.

(a)On the day when, and at the place where, the annual meeting of stockholders for the election of directors is held, and as soon as practicable thereafter, the Board may hold its annual meeting, without notice of such meeting, for the purposes or organization, election of officers and transaction of other business. The annual meeting of the Board may be

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held at any other time and place specified in a notice given as provided in this section for special meetings of the Board or in a waiver of notice thereof.

(b)Regular meetings of the directors may be held without notice at such place and time as shall be determined from time to time by resolution of the directors.

(c)Special meetings of the Board may be called by the President or by the Secretary on the written request of any two or more directors on at least ten (10) days’ notice to each director and shall be held at such place(s) as may be determined by the directors, or as shall be stated in the call of the meeting.

(d)Anything in these Bylaws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

3.10.Quorum. A majority of the directors in office from time to time shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained and no further notice thereof need be given, other than by announcement at the meeting which shall be so adjourned.

3.11.Compensation. Unless otherwise restricted by the Articles, the Board shall have the authority to fix the compensation of the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or paid a stated salary or paid other compensation as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed compensation for attending committee meetings.

3.12.Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members of the Board, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

3.13.Telephone Meeting. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

3.14.Annual Report. As soon as practicable after the close of each fiscal year, a report of the business and affairs of the Corporation to the shareholders shall be made under the direction of the Board.

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4.Officers.

4.1.Officers. The Board may elect or appoint a Chief Executive Officer, a President, a Secretary, a Treasurer, one or more Vice Presidents and such other officers as it may determine. The Board may designate one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or area of special competence of the Vice Presidents elected or appointed by it. Each officer shall hold his office until his successor is elected and qualified or until his earlier death, resignation or removal in the manner provided in Section 4.2. Any two or more offices may be held by the same person. The Board may require any officer to give a bond or other security for the faithful performance of his duties, in such amount and with such sureties as the Board may determine. All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or as the Board may from time to time determine.

4.2.Removal of Officers. Any officer elected or appointed by the Board may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

4.3.Resignations. Any officer may resign at any time by notifying the Board, the President or the Secretary in writing. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

4.4.Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for the regular election or appointment to such office.

4.5.Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director.

4.6.Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, subject to control of the Board, and shall report directly to the Board, and shall have supervisory responsibility over officers operating and discharging their responsibilities. The Chief Executive Officer shall perform all such other duties which are commonly incident to the capacity of Chief Executive Officer or which are delegated to him or her by the Board.

4.7.President. The President shall have general supervision and direction of the business and affairs of the Corporation as directed by the Chief Executive Officer. The President shall, if present, preside at all meetings of the stockholders. He may, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of the Corporation. He may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be

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expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed, and, in general, he shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board.

4.8.Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine.

4.9.Vice Presidents. At the request of the President or, in his absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the President and, so acting, shall have all the powers of and be subject to all restrictions upon the President. Any Vice President may also, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of the Corporation, may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed, and shall perform such other duties as from time to time may be assigned to him by the Board or the President.

4.10.Secretary. The Secretary, if present, shall act as Secretary of all meetings of the stockholders and of the Board and shall keep the minutes thereof in the proper book(s) to be provided for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he may, with the President or a Vice President, sign certificates for shares of the Corporation; he shall be custodian of the seal of the Corporation, if any, and may seal with the seal of the Corporation or a facsimile thereof, if any, all certificates for shares of capital stock of the Corporation and all documents; he shall have charge of the stock ledger and also of the other books, records and papers of the Corporation relating to its organization and management as a Corporation and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President.

4.11.Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for monies due and payable to the Corporation from any sources whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with any provisions of these Bylaws, and be responsible for the accuracy of the amounts of all monies to disbursed; regularly enter or cause to be entered in books to be kept by him or under his direction full and adequate account of all monies received or paid by him for the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render

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to the President or the Board, whenever the President or the Board, respectively, shall require him so to do, an account of the financial conditions of the Corporation and of all his transactions as Treasurer; exhibit at all reasonable times his books of account and other records to any of the directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board; and he may sign with the President or a Vice President certificates for shares of the capital stock of the Corporation.

4.12.Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or the President. Assistant Secretaries and Assistant Treasurers may, with the President or a Vice President, sign certificates for shares of the Corporation.

4.13.Additional Matters. The Chief Executive Officer, the President and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.

5.Contracts, Checks, Drafts, Bank Accounts, etc.

5.1.Execution of Contracts. The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

5.2.Loans. The President or any other officer, employee or agent authorized by these Bylaws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidence of indebtedness of the Corporation and, when authorized by the Board to do so, may pledge and hypothecate or transfer any securities or the property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

5.3.Checks, Drafts, etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidence of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

5.4.Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

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6.Stocks and Dividends.

6.1.Certificates Representing Shares. The shares of the Corporation shall be represented by certificates in such form (consistent with the provisions of the Act) as shall be approved by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof, if any. The signatures of the officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employees. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may, unless otherwise ordered by the Board, be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

6.2.Transfer of Shares. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by his duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation and on surrender of the certificate(s) representing such shares of capital stock properly endorsed for transfer and upon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled”, with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation. A person in whose name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner and for all other purposes as respects the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

6.3.Registered Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of capital stock to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of capital stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law. Each stockholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any stockholder fails to designate such address, corporate notices may be given to such person by mail directed to such person at such person’s post office address, if any, as the same appears on the stock record books of the Corporation or at such person’s last known post office address or as otherwise provided by applicable law.

6.4.Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agents and registry offices or agents at such place(s) as may be determined from time to time by the Board.

6.5.Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the

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certificate representing such shares and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed, stolen or mutilated certificate, or his legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give the Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sums and with such surety or sureties as the Board may direct, to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen or mutilated and against any expense in connection with such claim.

6.6.Regulations. The Board may make rules and regulations as it may deem expedient, not inconsistent with these Bylaws or with the Certificate of Information, concerning the issue, transfer and registration of certificates representing shares of its capital stock.

6.7.Restriction on Transfer of Stock. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by the provisions of the Act, and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted capital stock of any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by the provisions of the Act, as the same may be amended and supplements, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Articles or by an agreement among any number of stockholders or among such stockholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction. Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS

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CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

6.8.Dividends, Surplus, etc. Subject to the provisions of the Articles and of law, the Board:

(a)may declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time to times as, in its discretion, the conditions of the affairs of the Corporation shall render advisable;

(b)may use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidence of indebtedness;

(c)may set aside from time to time out of such surplus or net profits such sum(s) as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any other purpose it may think conducive to the best interests of the Corporation.

7.Miscellaneous.

7.1.Seal. The Board shall have the power by resolution to adopt, make and use a corporate seal and to alter the form of such seal from time to time.

7.2.Fiscal Year. The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

7.3.Books and Records. The Corporation shall:(1) Keep as permanent records minutes of all meetings of its stockholders and the Board, a record of all actions taken by the stockholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation; (2) Maintain appropriate accounting records; (3) Maintain a record of its stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of shares showing the number and class of shares held by each; provided, however, such record may be maintained by an agent of the Corporation; (4) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time; and (5) Keep a copy of the following records at its principal office: (a) the Articles as currently in effect; (b) these Bylaws and all amendments thereto as currently in effect; (c) the minutes of all meetings of stockholders and records of all action taken by stockholders; (d) without a meeting, for the past three years; (e) the Corporation’s financial statements for the past three years; (f) all written communications to stockholders generally within the past three years; (g) a list of the names and business addresses of the current Directors and officers; and (h) the most recent annual report delivered to the Florida Secretary of State

7.4.Forum Selection; Attorney’s Fees. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative

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action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) an action asserting a claim arising pursuant to any provision of the Act, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Florida, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. If any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of these Bylaws, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the Corporation and any other parties asserting a claim as set forth in the initial paragraph of this section, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection any judgment obtained in any such proceeding. The provisions of this Section shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

7.5.Subject to Law and Articles of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the provisions of the Articles and applicable law.

7.6.Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used at any time unless otherwise restricted by the Board or a committee thereof.

7.7.Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

7.8.Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

8.Indemnification; Insurance.

8.1.Indemnification in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3 and Section 8.10 , the Corporation shall, to the fullest extent permitted by the Act and applicable Florida law as in effect at any time, indemnify, hold harmless and defend any person who: (i) was or is a director or officer of the Corporation or was or is a director or officer of a direct or indirect wholly owned subsidiary of the Corporation, and (ii) was or is a party or is threatened to be made a party to, or was or is otherwise

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directly involved in (including as a witness), any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person was or is a director or officer of the Corporation or any direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

8.2.Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 and Section 8.10, the Corporation shall indemnify, hold harmless and defend any person who: (i) was or is a director or officer of the Corporation or was or is a director or officer of a direct or indirect wholly owned subsidiary of the Corporation, and (ii) was or is a party or is threatened to be made a party to, or was or is otherwise directly involved in (including as a witness), any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person was or is a director or officer of the Corporation or any direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and whether the basis of such action, suit or proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Courts in the State of Florida or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court in the State of Florida or such other court shall deem proper.

8.3.Authorization of Indemnification. Any indemnification or defense under this Section 8 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,: (i) by a majority vote of

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the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 8.1 or Section 8.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

8.4.Good Faith Defined. For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on good faith reliance on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which such person was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.

8.5.Expenses Payable in Advance. Expenses, including attorney’s fees, incurred by a current or former director or officer in defending any action, suit or proceeding described in Section 8.1 or Section 8.2 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Section 8.

8.6.Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification, defense and advancement of expenses provided by or granted pursuant to this Section 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Articles, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.1 or Section 8.2 shall be made to the fullest extent permitted by applicable law. The provisions of this Section 8 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is

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not specified in Section 8.1 or Section 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the Act or otherwise.

8.7.Insurance. The Corporation may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee or agent of the Corporation, or a direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request of the Corporation, as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify, hold harmless or defend such person against such liability under the provisions of this Section 8.

8.8.Certain Definitions. For purposes of this Section 8, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who was or is a director, officer, employee or agent of such constituent corporation, or was or is serving at the request of such constituent corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Section 8 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Section 8, references to “fines” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Section 8.

8.9.Survival of Indemnification and Advancement of Expenses. The indemnification, defense and advancement of expenses provided by, or granted pursuant to, this Section 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.10.Limitation on Indemnification. Notwithstanding anything contained in this Section 8 to the contrary, except for proceedings to enforce rights to indemnification and defense under this Section 8 (which shall be governed by Section 8.11(b)), the Corporation shall not be obligated under this Section 8 to indemnify, hold harmless or defend any director, officer, employee or agent in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board.

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8.11.Contract Rights.

(a)The obligations of the Corporation under this Section 8 to indemnify, hold harmless and defend a person who was or is a director or officer of the Corporation or was or is a director or officer of a direct or indirect wholly-owned subsidiary of the Corporation, including the duty to advance expenses, shall be considered a contract between the Corporation and such person, and no modification or repeal of any provision of this Section 8 shall affect, to the detriment of such person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

(b)If a claim under Section 8.1, Section 8.2 or Section 8.5 is not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 45 days, the person making such claim may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by applicable law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by such person to enforce a right to indemnification hereunder (but not in a suit brought by such person to enforce a right to an advancement of expenses) it shall be a defense, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that such person has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Stockholders) to have made a determination prior to the commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Stockholders) that such person has not met such applicable standard of conduct, shall create a presumption that such person has not met the applicable standard of conduct or, in the case of such a suit brought by such person, be a defense to such suit.

8.12.Indemnification Agreements. Without limiting the generality of the foregoing, the Corporation shall have the express authority to enter into such agreements as the Board deems appropriate for the indemnification of present or future directors and officers of the Corporation in connection with their service to, or status with, the Corporation or any other corporation, entity or enterprise with whom such person is serving at the express written request of the Corporation.

9.Amendments. These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the stockholders or at any special meeting thereof, if notice of the proposed alteration or repeal of Bylaw or Bylaws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board at any regular meeting of the Board, or at any special meeting of the Board, if notice of the

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proposed alteration or repeal, or Bylaw or Bylaws to be made, be contained in the notice of such meeting.

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EX-4.1

Exhibit 4.1

AMENDED CERTIFICATE OF DESIGNATION
SERIES A-1 CONVERTIBLE PREFERRED SHARES
Of
BioStem Technologies, Inc.

BioStem Technologies, Inc. (the “Corporation, a corporation organized and existing under and by virtue of the Florida Business Corporation Act (the “Act”), does hereby certify that pursuant to the provisions of Sections 607.0821, 607.0602 and 607.0603 of the Act, the Corporation hereby states as follows:

1. The name of the corporation is BioStem Technologies, Inc. (formerly known as Caribbean International Holdings, Inc.).

2. The amendment to Certificate of Designation of the Series A-1 Convertible Preferred Shares of the Corporation was duly adopted by the Board of Directors of the Corporation, pursuant to its unanimous written consent after first obtaining the unanimous written consent of the holders of all of the Series A-1 Convertible Preferred Shares, $0.001 par value per share, of the Corporation (the “Series Convertible Preferred on May 19, 2016.

3. The amendment is set forth below and amends and restates the Certificate of Designation of the Series A-1 Convertible Preferred shares of the Corporation in its entirety to provide as follows:

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1.Designation of Series. There shall be a series of Preferred Shares designated as “Series A‑1 Convertible Preferred Shares”, $0.001 par value per share, consisting of 300 shares. Each share of Series A-1 Convertible Preferred Shares shall be referred to herein as a “Series A‑1 Preferred Share”. The Series A-1 Preferred Shares may be issued into fractional shares, each such shall to be entitled, proportionately, to the full rights of the Series A-1 Preferred Shares as herein provided.

2.Dividends. The Series A-1 Preferred Shares shall not be entitled to receive dividends, out of assets legally available thereof, prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation.

3.Super Voting Rights. Except as otherwise provided herein and as otherwise required by law, each Series A-1 Preferred Share shall have the right to vote for the election of directors or any other purpose based upon the number of common shares such Series A-1 Preferred Share would be converted into, if converted on a fully diluted basis, and multiplied by two million (2,000,000).

4.Redemption. Series A-1 Preferred Shares are not subject to automatic redemption upon occurrence of any event, nor shall the Corporation or any holder of Series A-1 Preferred Shares have the right at its option to redeem or have redeemed any outstanding Series A-l Preferred Shares.

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5.Liquidation. The following events each shall constitute a “Liquidation Event “as provided herein:

(A)a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary;

(B)any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition of the primary operating business of the Corporation or all or substantially all of the assets of the Corporation; or

(C)a consolidation or merger of the Corporation which does not result in the Corporation being the surviving entity and/or the current stockholders of the Corporation owning a controlling interest in the surviving entity.

Immediately prior to the consummation of a Liquidation Event, the Series A-1 Preferred Shares shall immediately and automatically convert into shares of Common Stock of the Corporation.

6.Conversion.

(A)Series A-1 Preferred Shares shall be convertible in whole but not in part at the option of a majority of the Series A-1 Preferred Stock upon the notification by the holders thereof to the Company that such conversion is desired, provided that all Series A-1 Preferred Shares must make the election. Notwithstanding the above, such conversion shall automatically be deemed to have been effected immediately prior to the Qualified Public Offering, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record Of the Common Stock repurchased thereby at such time.

(B)Upon any such conversion, the Series A-1 Preferred Shares shall convert into 300 fully paid and non-assessable shares of Common Stock, subject to adjustment on a pro rata basis for any stock splits or reverse splits effected by board resolution from the date of this Amendment through the date of conversion.

(C)Upon such conversion, each of Series A-1 Preferred Shares shall, surrender such shares, accompanied by instruments of transfer satisfactory to the Corporation and sufficient to transfer the Series A-1 Preferred Shares being converted to the Corporation free of any adverse interest, at any of the offices to agencies maintained for such purpose by the Corporation. As promptly as practicable after the surrender of such, Series A-1 Preferred Shares as aforesaid, the Corporation shall issue and shall deliver at such office or agency to such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the permissions hereof, in proportion to their Common Stock holdings as of the date of this Designation, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled in cash as provided below.

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(D)No fractional shares of Common Stock shall be issued upon any conversion of flue Series A-1 Preferred Shares. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of any Series A-1 Preferred Shares, the Corporation shall make an adjustment there by to the nearest 1/100th of share in cash et the fair market value of the Common Stock as determined in good faith by the Board of Directors, as of the close of business on the business day not preceding the day of conversion

(E)The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock) on conversion of the Series A-1 Preferred Shares pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any involved in the issue or delivery of shares of Common Stock in a name other than Nut of the holder of the Series A-1 Preferred Shares converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery had paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

(F)The Corporation covenants that all shares of Common Stock which may be delivered upon conversion of the Series A-1 Preferred Shares will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. The number of shares of Common Stock required to effect conversion of all Series A-1 Preferred Shares at any given time shall automatically be deemed to be reserved in quantity sufficient to effect such conversion, and the issuance of sham of Common Stock conversion of Series A-1 Preferred Shares is authorized in all respects.

7.Status of Reacquired Series A-1 Preferred Shares issued and reacquired by the Corporation (including Series A-1 Preferred Shares which have been converted into shares of Common Stock) shall have the status of authorized and unissued shams of Series A-1 Preferred Shares undesignated as to the series, subject to later issuance.

8.Definitions. For purposes of this Certificate of Designation, “Qualified Public Offering “shall mean the closing of a firm commitment underwritten public offering of Common Shares that raises proceeds of not less than $30 million.

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IN WITNESS WHEREOF, die Corporation has caused this Certificate to be executed in its name by the undersigned, thereunto duly authorized, this 23rd day of May 2016.

By: /s/ Andrew Van Vurst

Andrew Van Vurst

Chief Operating Officer

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EX-4.2

Exhibit 4.2

AMENDED CERTIFICATE OF DESIGNATION
SERIES B-l CONVERTIBLE PREFERRED SHARES
Of
BioStem Technologies, Inc,

BioStem Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Florida Business Corporation (the “Act”), does hereby certify that pursuant to the provisions of Sections 607.0821, 607.0602 and 607.0603 of the Act, the Corporation hereby states as follows:

1. The name of the corporation is BioStem Technologies, Inc. (formerly known as Caribbean International Holdings, Inc.).

2. The amendment to the Certificate of Designation of the Series B-l Convertible Preferred Shares of the Corporation was duly adopted by the Board of Directors of the Corporation, pursuant to its unanimous consent after first obtaining the unanimous written consent of the of the Series B-l Convertible Preferred Shares, $0.001 par value per share, of the Corporation (the “Series B-l Convertible Preferred “), on May 19, 2016.

3. The amendment is as set forth below and amends and restates the Certificate of Designation of the Series B-l Convertible Preferred shares of the Corporation in its entirety to provide as follows:

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1.Designation of Series. There shall be a series of Preferred Shares designated as “Series B-1 Convertible Shares”, $0.001 par value per share, consisting of 500,000 shares. Each share of Series B-l Convertible Preferred Shares shall be referred to herein as a “Series B-1 Preferred Share”. The Series B-l Preferred Shares may be issued in fractional shares, each such share to be entitled, proportionately, to the full rights of the Series B-l Preferred Shares as herein provided

2.Dividends. The Series B-l Preferred Shares shall be entitled to receive an annual dividend, payable in newly issued common stock, in an amount equal to ten percent (10%) of the number of existing Series B-l Preferred Shares issued and outstanding, prior and in preference to any declaration or payment of any dividend on the common stock or any other capital stock of the Corporation This Dividend shall be cumulative.

3.Super Voting Rights. Except RS provided in this Section 3, or as provided in the Amended and Restated Articles of Incorporation or as otherwise required by law, each Series B-l Preferred Share shall have the right to vote for the election of directors or any other purpose based upon the number of common shares such Series B-l Preferred Share would be converted into, if converted on a fully diluted basis.

4.Redemption. Series B-l Preferred Shares are not subject to automatic redemption upon the occurrence of any event, nor shell the Corporation or any holder of Series B-l Preferred

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Shares have the right at its option to redeem or have redeemed any outstanding Series B-l Preferred Shares.

5.Liquidation. The following events each shall constitute a “Liquidation Event “as provided herein:

(A)a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary,

(B)any transaction or series of related for the purpose of or resulting, directly or indirectly, in acquisition of the primary operating business of the Corporation or all or substantially all of the asset of the Corporation; or

(C)a consolidation or merger of the Corporation which does not result in the Corporation being the surviving entity and/or the current stockholders of the Corporation conveying controlling interest in the surviving entity,

Immediately prior to the consummation of a Liquidation Event, the Series B-l Preferred Shares shall immediately and automatically convert into shares Of Common Stock of the Corporation equal to fifteen (15%) percent of die fully diluted shares of the Company,

6.Conversion.

(A)The Series B-l Preferred Shares shall be convertible in whole but not in part at the option of a majority of the Series B-1 Preferred Shares upon the notification by the holders there of to the Company that such conversion is desired, provided that all Series B-l Preferred Shares must make the election. Notwithstanding the above, such conversion shall automatically be deemed to have been effected immediately prior to the Qualified Public Offering, the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Common Stock represented thereby at such time.

(B)Upon any such conversion, the Series B-l Preferred Shares as a whole shall convert into 3,000,000 fully paid and non-assessable shares of Common Stock (i.e., 6 shares of Common Stock per Series B-l Preferred Share), subject to adjustment on a pro rata basis for any stock split or reverse splits effected by board resolution from the date of this Amendment through the date of conversion

(C)Upon such conversion, each holder of Series B-l Preferred Shares shall surrender such shares, accompanied by instruments of transfer satisfactory to the Corporation and sufficient to transfer the Series B-1 Preferred Shares being converted to the Corporation free of any adverse interest, at any of the offices or agencies maintained for such purpose by the Corporation. As promptly as practicable after the surrender of such Series B-l Preferred Shares as aforesaid, the Corporation shall issue and shall deliver at such Office of agency to such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions

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hereof, in proportion to their Common Stock holdings as of the date of this Designation, and my fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled in cash as provided below.

(D)No fractional shares of Common Stock shall be issued upon any conversion of the Series B-l Preferred Shares. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of any Series B-l Preferred Shares, the Corporation shall make an adjustment therefor to the nearest 1/100th of a share in cash at the market value of the Common Stock as determined in good faith by the Board of Directors, as of the close of business on the business day next preceding the day of conversion

(E)The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series B-1 Preferred Shares pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of the Series B-l Preferred Shares converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery had paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation that such tax has been paid.

(F)The Corporation covenants that all shares of Common Stock which may be delivered upon conversion of the Series B-l Preferred Shares will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights. The number of shares of Common Stock required to effect conversion of all Series B-l Preferred Shares at any given time shall automatically be deemed to be reserved in a quantity sufficient to effect such conversion, and the issuance of shares of Common Stock upon conversion of Series B-l Preferred Shares is authorized in all respects.

7.Status of Reacquired Series B-1 Preferred Shares. Series B-l Preferred Shares issued and reacquired by the Corporation (including Series B-1 Preferred Shares which have’ been convened into shares of Common Stock) shall have the status of authorized and unissued shares of Series B Preferred Shares undesignated as to the series, subject to later issuance.

8.Definitions. For purposes of this Certificate of Designation, “Qualified Public Offering” shall mean the closing of a firm commitment underwritten public offering of Common Shares that issues gross proceeds of not less than $30 million.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed in its name by the undersigned, thereunto duly authorized, this 23rd day of May 2016.

By: /s/ Andrew Van Vurst

Andrew Van Vurst

Chief Operating Officer

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EX-10.1

Exhibit 10.1

BioStem Technologies, Inc.

2021 Equity Incentive Plan

Dated as of May 3, 2021

542112-2

Table of Contents

Article I.	Purposes and Definitions	1
Section 1.01	Purposes of this Plan; Structure.	1
Section 1.02	Definitions.	1
Section 1.03	Additional Interpretations.	6
Article II.	Stock Subject to this Plan; Administration.	7
Section 2.01	Stock Subject to this Plan.	7
Section 2.02	Administration of this Plan.	7
Section 2.03	Eligibility.	9
Section 2.04	Indemnification.	9
Article III.	Awards.	10
Section 3.01	Stock Options.	10
Section 3.02	Stock Appreciation Rights.	13
Section 3.03	Restricted Stock.	14
Section 3.04	Restricted Stock Units.	15
Section 3.05	Performance Units and Performance Shares.	16
Section 3.06	Cash-Based Awards and Other Stock-Based Awards.	19
Section 3.07	Form of Award Agreements.	21
Article IV.	Additional Provisions Applicable to this Plan and Awards	21
Section 4.01	Outside Director Limitations.	21
Section 4.02	Compliance With Code Section 409A.	21
Section 4.03	Leaves of Absence/Transfer Between Locations.	21
Section 4.04	Limited Transferability of Awards.	22
Section 4.05	Adjustments; Dissolution, Merger, Etc.	22
Section 4.06	Tax Withholding.	24

(i)

Section 4.07	Compliance with Securities Laws.	25
Section 4.08	Tax Withholding.	25
Section 4.09	No Effect on Employment or Service.	26
Section 4.10	Repurchase Rights.	26
Section 4.11	Fractional Shares.	26
Section 4.12	Forfeiture Events.	26
Section 4.13	Date of Grant.	27
Section 4.14	Term of Plan.	27
Section 4.15	Amendment and Termination of this Plan.	27
Section 4.16	Conditions Upon Issuance of Shares.	27
Section 4.17	Inability to Obtain Authority.	28
Section 4.18	Shareholder Approval.	28
Section 4.19	Retirement and Welfare Plans.	28
Section 4.20	Beneficiary Designation.	28
Section 4.21	Severability.	28
Section 4.22	No Constraint on Corporate Action.	28
Section 4.23	Unfunded Obligation.	28
Section 4.24	Choice of Law.	29

Exhibits

Exhibit A Form of Award Agreement for Options

Exhibit B Form of Award Agreement for Stock Appreciation Rights

Exhibit C Form of Award Agreement for Restricted Stock

Exhibit D Form of Award Agreement for Restricted Stock Units

(ii)

BioStem Technologies, Inc. 2021 Equity Incentive Plan

Article I. Purposes and Definitions

Section 1.01 Purposes of this Plan; Structure.

(a) The purposes of this Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentive to Employees, Directors and Consultants, and (ii) to promote the success of the Company’s business.

(b) This Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards.

Section 1.02 Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering this Plan, in accordance with Section 2.02.

(b) “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

(c) “Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited to the related issuance of shares of Common Stock, including but not limited to under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under this Plan.

(d) “Award” means, individually or collectively, a grant under this Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, or Cash-Based Award or Other Stock-Based Award granted under this Plan.

(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under this Plan, which Award Agreement shall be is subject to the terms and conditions of this Plan.

(f) “Board” means the Board of Directors of the Company.

(g) “Cash-Based Award” means an Award denominated in cash and granted pursuant to Section 3.06.

(h) “Cause” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between a Participant and the Company or its Affiliates applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of documents or records of the Company or any of its Affiliates; (ii) the

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Participant’s material failure to abide by the Company’s or any Affiliate’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its Affiliates (including, without limitation, the Participant’s improper use or disclosure of the Company’s or any of its Affiliate’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on the Company’s or any of its Affiliate’s reputation or business; (v) the Participant’s repeated failure to perform any reasonable assigned duties after written notice from the Company or any of its Affiliates, and a reasonable opportunity to cure, such failure; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and the Company or any of its Affiliates which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with the Company or any of its Affiliates.

(i) “Change in Control” means the occurrence of any of the following events, subject to the provisions of Section 1.03:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this Section 1.02(i)(i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the shareholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this Section 1.02(i)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities.

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this Section 1.02(i)(ii), if any Person is considered to be in effective control of the Company, the acquisition of

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additional control of the Company by the same Person will not be considered a Change in Control.

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1.02(i)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s shareholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (B)(3) of this Section 1.02(i)(iii). For purposes of this Section 1.02(i)(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(k) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee of the Board, in accordance with Section 2.02.

(l) “Common Stock” means the common stock, par value $0.001 per share, of the Company.

(m) “Company” means BioStem Technologies, Inc., a Florida corporation, or any successor thereto.

(n) “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

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(o) “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

(p) “Director” means a member of the Board.

(q) “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(r) “Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Administrator or as otherwise provided by this Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant.

(s) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company, provided that neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company or any Parent or Subsidiary of the Company.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(u) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(v) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system (other than an over-the counter market, which will not be considered

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an established stock exchange of national market system for the purposes of this definition), including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(w) “Fiscal Year” means the fiscal year of the Company.

(x) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

(y) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(z) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(aa) “Option” means a stock option granted pursuant to this Plan.

(bb) “Outside Director” means a Director who is not an Employee.

(cc) “Other Stock-Based Award” means an Award denominated in Shares and granted pursuant to Section 3.06.

(dd) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(ee) “Participant” means the holder of an outstanding Award.

(ff) “Performance Award” means an Award of Performance Shares or Performance Units.

(gg) “Performance Award Formula” means, for any Performance Award, a formula or table established by the Administrator pursuant to Section 3.05 which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

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(hh) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 3.05.

(ii) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 3.05.

(jj) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(kk) “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

(ll) “Plan” means this 2021 Equity Incentive Plan.

(mm) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 3.03, or issued pursuant to the early exercise of an Option.

(nn) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 3.04. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(oo) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to this Plan.

(pp) “Section 16(b)” means Section 16(b) of the Exchange Act.

(qq) “Securities Act” means the Securities Act of 1933, as amended.

(rr) “Service Provider” means an Employee, Director or Consultant.

(ss) “Share” means a share of the Common Stock, as adjusted in accordance with Section 4.05.

(tt) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 3.02 is designated as a Stock Appreciation Right.

(uu) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

Section 1.03 Additional Interpretations. For purposes of Section 1.02(i), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the

6

transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Article II. Stock Subject to this Plan; Administration.

Section 2.01 Stock Subject to this Plan.

(a) Subject to the provisions of Section 2.01(a) and Section 4.05, the maximum aggregate number of Shares that may be subject to Awards and sold under this Plan is 1,350,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

(b) If an Award expires or becomes un-exercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this Plan (unless this Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under this Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this Plan (unless this Plan has terminated). Shares that have actually been issued under this Plan under any Award will not be returned to this Plan and will not become available for future distribution under this Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under this Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholdings related to an Award will become available for future grant or sale under this Plan. To the extent an Award under this Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 4.05, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 2.01(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this Plan pursuant to Section 2.01(b) and Section 2.01(c).

(c) The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Plan.

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Section 2.02 Administration of this Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer this Plan.

(ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 to the extent such Rule is applicable to the Company at the applicable time, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Other Administration. Other than as provided above, this Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of this Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under this Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder, with such terms and conditions including, but not being limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to determine whether an Award will be settled in Shares, cash, other property or in any combination thereof;

(vii) to institute and determine the terms and conditions of an Exchange Program;

(viii) to construe and interpret the terms of this Plan and Awards granted pursuant to this Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws;

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(x) to modify or amend each Award (subject to Section 4.15(c)), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards; provided, however, that in no case will an Option or Stock Appreciation Right be extended beyond its original maximum term;

(xi) to allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 4.06(b);

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xiii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award;

(xiv) to prescribe, amend or rescind rules, guidelines and policies relating to this Plan, or to adopt sub-plans or supplements to, or alternative versions of, this Plan, including, without limitation, as the Administrator deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose residents may be granted Awards;

(xv) to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and to make all other determinations and take such other actions with respect to this Plan or any Award as the Administrator may deem advisable to the extent not inconsistent with the provisions of this Plan or applicable law; and

(xvi) to make all other determinations deemed necessary or advisable for administering this Plan.

(c) Option or Stock Appreciation Right Repricing. The Administrator shall have the authority, without additional approval by the shareholders of the Company, to approve a program providing for either (a) the cancellation of outstanding Options or Stock Appreciation Rights having exercise prices per share greater than the then Fair Market Value of a Share (“Underwater Awards”) and the grant in substitution therefor of new Options or Stock Appreciation Rights covering the same or a different number of shares but with an exercise price per share equal to the Fair Market Value per share on the new grant date or payments in cash, or (b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof to the Fair Market Value per share on the date of amendment.

(d) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws

Section 2.03 Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

Section 2.04 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Administrator or as officers or employees of the Company

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or any of its Affiliates, to the extent permitted by applicable law, members of the Board or the Administrator and any officers or employees of the Company or any of its Affiliates to whom authority to act for the Board, the Administrator or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with this Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

Article III. Awards.

Section 3.01 Stock Options.

(a) Grant of Options. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.

(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 3.01(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and the calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

(d) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(e) Option Exercise Price and Consideration.

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(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, subject to the following:

(1) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share (or the fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)) on the date of grant;

(B) granted to any Employee other than an Employee described in paragraph (1) immediately above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant;

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant (or the fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)).

(3) Notwithstanding the foregoing provisions of this Section 3.01(e), Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note; to the extent permitted by Applicable Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with this Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any

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combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the terms of this Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and this Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 4.05. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to this Plan.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a

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specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to this Plan.

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to this Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to this Plan. .

Section 3.02 Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of this Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights.

(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 3.02(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of this Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under this Plan. Stock Appreciation Rights which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award Agreement, specifying the number of Stock Appreciation Rights to be exercised and the date on which such Stock Appreciation Rights were awarded and vested.

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the

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Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under this Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 3.01(d) relating to the maximum term and Section 3.01(f) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; and (ii) the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

(g) Deemed Exercise of Stock Appreciation Rights. If, on the date on which a Stock Appreciation Rights would otherwise terminate or expire, the Stock Appreciation Right by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such Stock Appreciation Right, then any portion of such Stock Appreciation Right which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

Section 3.03 Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 3.03 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 3.03, Shares of Restricted Stock covered by each Restricted Stock grant made under this Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

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(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under this Plan.

Section 3.04 Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under this Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator or as set forth in the applicable Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning

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on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock, as determined by the Administrator. The number of additional Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per Share on such date. Such cash amount or additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions as are applicable to the Award.

(f) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

Section 3.05 Performance Units and Performance Shares.

(a) Issuance. Performance Awards may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

(b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Performance Awards will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(d) Performance Targets and Goals. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion

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(“Performance Goals”). Performance Goals shall be established by the Administrator on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following:

(i) Performance Measures. Performance Measures shall be calculated in accordance with the Company’s financial statements, or, if such measures are not reported in the Company’s financial statements, they shall be calculated in accordance with generally accepted accounting principles, a method used generally in the Company’s industry, or in accordance with a methodology established by the Administrator prior to the grant of the Performance Award. As specified by the Administrator, Performance Measures may be calculated with respect to the Company and its Subsidiaries consolidated therewith for financial reporting purposes, one or more Subsidiaries or such division or other business unit of any of them selected by the Administrator. Unless otherwise determined by the Administrator prior to the grant of the Performance Award, the Performance Measures applicable to the Performance Award shall be calculated prior to the accrual of expense for any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) on the Performance Measures of any change in accounting standards or any unusual or infrequently occurring event or transaction, as determined by the Administrator, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award. Performance Measures may be based upon one or more of the following, as determined by the Administrator: (1) revenue; (2) sales; (3) expenses; (4) operating income; (5) gross margin; (6) operating margin; (7) earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; (8) pre-tax profit; (9) net operating income; (10) net income; (11) economic value added; (12) free cash flow; (13) operating cash flow; (14) balance of cash, cash equivalents and marketable securities; (15) stock price; (16) earnings per share; (17) return on shareholder equity; (18) return on capital; (19) return on assets; (20) return on investment; (21) total shareholder return; (22) employee satisfaction; (23) employee retention; (24) market share; (25) customer satisfaction; (26) product development; (27) research and development expenses; (28) completion of an identified special project; and (29) completion of a joint venture or other corporate transaction.

(ii) Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Administrator.

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(e) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(f) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units or Performance Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(g) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units or Performance Shares will be forfeited to the Company, and again will be available for grant under this Plan.

(h) Qualified Performance-Based Awards. Restricted Stock and Restricted Stock Units granted to officers and Employees of the Company or any Parent or Subsidiary of the Company (within the meaning of Code Section 424) may be granted with the intent that the award satisfy the “Performance-Based Exception” (any such award intended to satisfy the Performance-Based Exception, a “Qualified Performance-Based Award”). The grant, vesting, or payment of a Qualified Performance-Based Awards may depend on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using one or more performance targets as determined by the Administrator (on an absolute or relative (including, without limitation, relative to the performance of one or more other companies or upon comparisons of any of the indicators of performance relative to one or more other companies) basis, any of which may also be expressed as a growth or decline measure relative to an amount or performance for a prior date or period) for the Company on a consolidated basis or for one or more of the Company’s Subsidiaries, segments, divisions, or business or operational units, or any combination of the foregoing. The performance period applicable to any Performance Units or Performance Shares may not be less than three (3) months nor more than ten (10) years. To satisfy the Performance-Based Exception, the performance measure(s) applicable to the Qualified Performance-Based Award and specific performance formula, goal or goals (“targets”), including must be established and approved by the Administrator during the first ninety (90) days of the applicable Performance Period (and, in the case of Performance Periods of less than one year, in no event after 25% or more of the Performance Period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code.

(i) Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented by Performance Share Awards until the date of the issuance of such Shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent

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Rights with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash or in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock, as determined by the Administrator. The number of additional Performance Shares (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value per Share on such date. Dividend Equivalent Rights, if any, shall be accumulated and paid to the extent that the related Performance Shares become nonforfeitable. Settlement of Dividend Equivalent Rights may be made in cash, Shares, or a combination thereof as determined by the Administrator, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 3.05(e). Dividend Equivalent Rights shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.

Section 3.06 Cash-Based Awards and Other Stock-Based Awards. Cash-Based Awards and Other Stock-Based Awards shall be evidenced by Award Agreements in such form as the Administrator shall establish. Such Award Agreements may incorporate all or any of the terms of this Plan by reference and shall comply with and be subject to the following terms and conditions.

(a) Grant of Cash-Based Awards. Subject to the provisions of this Plan, the Administrator, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms and conditions, including the achievement of performance criteria, as the Administrator may determine.

(b) Grant of Other Stock-Based Awards. The Administrator may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation units, securities or debentures convertible into common stock or other forms determined by the Administrator) in such amounts and subject to such terms and conditions as the Administrator shall determine. Other Stock-Based Awards may be made available as a form of payment in the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of a Share and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

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(c) Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as determined by the Administrator. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on such Shares, as determined by the Administrator. The Administrator may require the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 3.05, as shall be established by the Administrator and set forth in the Award Agreement evidencing such Award. If the Administrator exercises its discretion to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to which the performance criteria are met. The establishment of performance criteria with respect to the grant or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures substantially equivalent to those applicable to Performance Awards set forth in Section 3.05.

(d) Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, Shares or other securities or any combination thereof as the Administrator determines. The determination and certification of the final value with respect to any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with the requirements applicable to Performance Awards set forth in Section 3.05. To the extent applicable, payment or settlement with respect to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.

(e) Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented by Other Stock-Based Awards until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth in Section 3.04(e). Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of such Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions and performance criteria, if any, as are applicable to the Award.

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(f) Nontransferability of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. The Administrator may impose such additional restrictions on any Shares issued in settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any state securities laws or foreign law applicable to such Shares.

Section 3.07 Form of Award Agreements. A form of Award Agreement for a grant of Options is attached hereto as Exhibit A, a form of Award Agreement for a grant of Stock Appreciation Rights is attached hereto as Exhibit B, a form of Award Agreement for a grant of Restricted Stock is attached hereto as Exhibit C; and a form of Award Agreement for a grant of Restricted Stock Units is attached hereto as Exhibit D, provided that the Administrator shall have the discretion to modify such forms and to replace such forms with any other agreement as determined by the Administrator. In the event of a conflict between the terms of any Award Agreement and the provisions in the body of this Plan, the terms of the Award Agreement shall control.

Article IV. Additional Provisions Applicable to this Plan and Awards

Section 4.01 Outside Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of more than $750,000, increased to $1,500,000 in connection with his or her initial service. Any Awards granted to an individual while he or she was an Employee, or while he or she was a Consultant but not an Outside Director, will not count for purposes of the limitations under this Section 4.01.

Section 4.02 Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. This Plan and each Award Agreement under this Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company have any obligation under the terms of this Plan to reimburse a Participant for any taxes or other costs that may be imposed on Participant as a result of Section 409A.

Section 4.03 Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between

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the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

Section 4.04 Limited Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

Section 4.05 Adjustments; Dissolution, Merger, Etc.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Plan, will adjust the number and class of shares of stock that may be delivered under this Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and the numerical Share limits of Section 2.01.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control.

(i) In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an Affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the

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exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 4.05(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

(ii) In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

(iii) For the purposes of this Section 4.05(c) and Section 4.05(d), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control.

(iv) Notwithstanding anything in this Section 4.05(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals

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will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

(v) Notwithstanding anything in this Section 4.05(c) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or paid-out under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section 4.05(c) will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

(vi) The Administrator may, without affecting the number of Shares reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the Code.

(d) Outside Director Awards. In the event of a Change in Control, with respect to Awards granted to an Outside Director, the Outside Directors will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable.

Section 4.06 Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligation is due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, non-U.S. or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by such methods as the Administrator shall

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determine, including, without limitation, (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing methods of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

Section 4.07 Compliance with Securities Laws. The grant of Awards and the issuance of Shares pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under this Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Section 4.08 Tax Withholding.

(a) Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under this Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by the Company or any of its Affiliates with respect to an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares, to release Shares from an escrow established pursuant to an Award Agreement, or to make any payment in cash under

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this Plan until the Company or its Affiliate’s, as applicable, withholding obligations have been satisfied by the Participant.

(b) Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the Shares issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole Shares having a Fair Market Value, as determined by the Administrator, equal to all or any part of the tax withholding obligations of any the Company or its Affiliates, as applicable. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Administrator may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Administrator in its discretion to be sufficient to cover the tax withholding obligations of the Company or its Affiliates, as applicable, and to remit an amount equal to such tax withholding obligations to the Company or its Affiliates, as applicable ,in cash.

Section 4.09 No Effect on Employment or Service. Neither this Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

Section 4.10 Repurchase Rights. Shares issued under this Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Administrator in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

Section 4.11 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

Section 4.12 Forfeiture Events.

(a) All Awards under this Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate, including but not limited to a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 4.12 is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy or otherwise will be an event that

26

triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or a Subsidiary or Parent of the Company.

(b) Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if the Participant’s service to the Company or any of its Affiliates as a Service Provider is terminated for Cause, then any Award which has no vested as of such time in accordance with its terms shall automatically be forfeited and cancelled and shall cease to vest, be exercisable or otherwise provide any benefit to Participant.

(c) The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence additional of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant’s status as Service Provider for Cause or any specified action or inaction by a Participant, whether before or after such termination of service, that would constitute Cause for termination of such Participant’s status as a Service Provider.

Section 4.13 Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

Section 4.14 Term of Plan. This Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 4.15.

Section 4.15 Amendment and Termination of this Plan.

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate this Plan.

(b) Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of this Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of this Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under this Plan prior to the date of such termination.

Section 4.16 Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with

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Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

Section 4.17 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non-U.S. law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

Section 4.18 Shareholder Approval. This Plan will be presented for approval by the shareholders of the Company within twelve (12) months after the date this Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. No Option granted under this Plan may be treated as an Incentive Stock Option if this Plan is not approved by shareholders of the Company within twelve (12) months after the date this Plan is adopted by the Board.

Section 4.19 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any of its Affiliates’ retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

Section 4.20 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under this Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.

Section 4.21 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of this Plan shall not in any way be affected or impaired thereby.

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Section 4.22 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or any of its Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company any of its Affiliates to take any action which such entity deems to be necessary or appropriate.

Section 4.23 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to this Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. Neither the Company nor any of its Affiliates shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any of its Affiliates and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or any of its Affiliates. The Participants shall have no claim against the Company or any of its Affiliates for any changes in the value of any assets which may be invested or reinvested by the Company with respect to this Plan.

Section 4.24 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Plan and each Award Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law rules.

***

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Exhibit A

Form of Option Award Agreement

BioStem Technologies, Inc.

Option Award Agreement

This grant of an Award to purchase Shares (“Grant”) is made as of [_______________] (the “Effective Date”) by BioStem Technologies, Inc., a Florida corporation (the “Company”) under the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”), to [__________________] (the “Participant”). Under applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as [an incentive option][a non-qualified option].

By signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein and in this Plan.

Participant Name: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of Option is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE OPTIONS GRANTED TO YOU.

***

A-1

1. Grant. As of the Effective Date, the Company grants to the Participant an option (the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of [________________] shares of the Company’s Common Stock, par value $0.001 per share, (the “Option Shares”), at the purchase price of $[____________] per share (the “Option Price”). The Participant shall have the cumulative right to exercise the Option, and the Option is only exercisable, with respect to the following number of Option Shares on or after the following dates:

Date Number of Options Vested and Shares Which May be Acquired

The Administrator may, in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.

2. Term. The Option granted hereunder shall expire in all events at 5:00 p.m., Pacific time on [______________], unless sooner terminated as provided in in this Section 2.

3. Change in Accounting Treatment. If the Administrator finds that a change in the financial accounting treatment for options granted under this Plan adversely affects the Company or, in the determination of the Administrator, may adversely affect the Company in the foreseeable future, the Administrator may, in its discretion, set an accelerated termination date for the Option. In such event, the Administrator may take whatever other action, including acceleration of any exercise provisions, it deems necessary.

4. Blackout Periods. The Administrator reserves the right to suspend or limit the Participant’s rights to exercise and sell Shares acquired through the exercise of Options to comply with Applicable Requirements and any Company’s insider trading policy, any Applicable Law, or at any other times that it deems appropriate.

5. Transfers. Except as otherwise provided herein or in any separate provisions applicable to this Option, the Option is transferable by the Participant only by will or pursuant to the laws of descent and distribution in the event of the Participant’s death, in which event the Option may be exercised by the heirs or legal representatives of the Participant as set forth in this Plan. Any attempt at assignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a Person other than the Participant shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

6. Adjustments on Changes in Common Stock. In the event that, prior to the delivery by the Company of all of the Option Shares in respect of which the Option is granted, there shall be an increase or decrease in the number of issued shares of Common Stock of the Company as a result of a subdivision or consolidation of Shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such Shares, effected without receipt of

A-2

consideration by the Company, the remaining number of Option Shares still subject to the Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent of the remaining number of Option Shares still subject to the Option and the Option Price thereof prior to such change. For purposes of this Section 7 no adjustment shall be made as a result of the issuance of Common Stock upon the conversion of other securities of the Company which are convertible into Shares.

7. Legal Requirements. If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates representing the Option Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on the Option Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered.

8. Administration. The Option has been granted pursuant to, and is subject to the terms and provisions of, this Plan. All questions of interpretation and application of this Plan and the Option shall be determined by the Administrator, and such determination shall be final, binding and conclusive. The Option shall not be treated as an incentive stock option (as such term is defined in section 422(b) of the Code) for federal income tax purposes unless expressly indicated as same hereupon.

9. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

10. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

12. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another

A-3

jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH LOCATED IN BROWARD COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

13. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Options and exercise thereof.

***

A-4

Exhibit B

Form of Stock Appreciation Right Award Agreement

BioStem Technologies, Inc.

Stock Appreciation Rights Award Agreement

Number of SARs Grant Date Vesting Schedule

Exercise Price: $_______________ per share of Common Stock

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached Stock Appreciation Rights Award Agreement and the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement and this Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of SAR is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE SAR GRANTED TO YOU.

B-1

BioStem Technologies, Inc.

STOCK APPRECIATION RIGHTS AWARD AGREEMENT

1. SAR/Nontransferability. This Stock Appreciation Rights Award Agreement (this “Agreement”) evidences the grant to you on the Grant Date set forth on the cover page of this Agreement the Stock Appreciation Right as set forth therein (the “SAR”) under the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”). These SARs represent the right to receive, upon exercise thereof, an amount in cash as set forth in this Plan. This SAR will NOT be credited with dividends to the extent dividends are paid on the Common Stock of the Company. Your SAR may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the SAR be made subject to execution, attachment or similar process. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. The Plan. The SAR is issued in accordance with and is subject to and conditioned upon all of the terms and conditions of this Agreement and this Plan as amended from time to time; provided, however, that no future amendment or termination of this Plan shall, without your consent, alter or impair any of your rights or obligations under this Plan, all of which are incorporated by reference in this Agreement as if fully set forth herein.

3. Cash Value Determination upon Vesting and Exercise. Subject to the terms and conditions set forth in this Agreement, the SARs covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided the Participant is a Service Provider of the Company on the Date of Vesting. The payment of the value of the SARs shall be made no later than ten (10) days following exercise. The payment of amounts with respect to the SARs is subject to the provisions of this Plan and to interpretations, regulations and determinations concerning this Plan as established from time to time by the Administrator in accordance with the provisions of this Plan, including, but not limited to, provisions relating to (i) rights and obligations with respect to withholding taxes, (ii) capital or other changes of the Company and (iii) other requirements of applicable law.

4. No Shareholder Rights. SARs are not Shares. Neither the Participant, nor any Person entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of a holder of Shares.

5. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

6. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

B-2

7. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

8. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH LOCATED IN BROWARD COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

9. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the SARs.

***

B-3

Exhibit C

Form of Restricted Stock Award Agreement

BioStem Technologies, Inc.

Restricted Stock Award Agreement

Number of Shares Grant Date Vesting Schedule

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached Restricted Stock Award Agreement and the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Stock Award Agreement and this Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of Shares is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE SHARES GRANTED TO YOU.

C-1

BioStem Technologies, Inc.

RESTRICTED STOCK AWARD AGREEMENT

1. Award. This Restricted Stock Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set forth on the cover page of this Agreement the shares of Restricted Stock as set forth therein (the “Shares”) under the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”). Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. Non-Transferability of the Shares. Your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your Shares are no greater than that of other general, unsecured creditors of the Company.

3. Vesting. Subject to the terms and conditions set forth in this Agreement, the Shares covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided the Participant is a Service Provider of the Company or a member of the Company Group on the Date of Vesting.

4. Delivery of Shares.

(a) Vesting. Shares that vest (together with any payment due pursuant to the terms herein in respect of such Shares) shall be delivered to Participant (or the person to whom ownership rights may have passed by will or the laws of descent and distribution), on or as soon as administratively practicable after, the date of such vesting.

(b) Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares, if any, by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator consistent with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)).

5. Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the Shares are delivered. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company in cash. Participant authorizes the Company to withhold

C-2

in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement.

6. Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect of an Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

7. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

8. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

9. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

10. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH LOCATED IN BROWARD COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

11. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Restricted Stock.

***

C-3

Exhibit D

Form of Restricted Unit Award Agreement

BioStem Technologies, Inc.

Restricted Unit Award Agreement

Number of Restricted Stock Units Grant Date Vesting Schedule/Performance Period/Performance Vesting Requirements

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant to the terms of the attached Restricted Unit Award Agreement and the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and this Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of RSUs is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE RSUs GRANTED TO YOU.

D-1

BioStem Technologies, Inc.

RESTRICTED UNIT AWARD AGREEMENT

1. Award. This Restricted Unit Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set forth on the cover page of this Agreement the Restricted Stock Units as set forth therein (the “Restricted Stock Units” or “RSUs”) under the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”). As used herein, the term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of this Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Restricted Stock Units vest pursuant to this Award Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. Non-Transferability of the RSUs. Your RSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your RSUs are no greater than that of other general, unsecured creditors of the Company.

3. Vesting. Subject to the terms and conditions set forth in this Agreement, the RSUs covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement and subject to the satisfaction or attainment of the performance criteria set forth therein, if any, provided the Participant is employed by the Company on the date of vesting. The Administrator may not accelerate vesting of Restricted Stock Units for any reason.

4. Dividends. Participant shall not be entitled to any cash, securities or property that would have been paid or distributed as dividends with respect to the RSUs subject to this Agreement prior to the date the RSUs are delivered to Participant; provided, however, that the Company shall keep a hypothetical account in which any such items shall be recorded, and shall pay to Participant the amount of such dividends (in cash or in kind as determined by the Company) on the same date that the RSUs to which such payments or distributions relate are required to be delivered under this Agreement.

5. Timing and Manner of Payment on RSUs.

(a) On or as soon as administratively practical following the vesting event pursuant to this Agreement (and in all events not later than two and one-half (2½) months after such vesting event), the Company shall deliver to the Participant a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its discretion) equal to the number of Shares subject to the RSU that vest on the Vesting Date, less any withholding or expenses as set forth herein, or may settle the RSU in cash or other payment as provided in this Plan, as determined by the Administrator. The Company’s obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the

D-2

Participant or other person entitled under this Plan to receive any Shares or payment with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to this Plan. The Participant shall have no further rights with respect to any RSUs that are paid or that terminate pursuant to this Agreement or this Plan.

(b) Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares or other payment, if any, with respect to RSUs by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator consistent with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)).

6. Rights of Participant. Participant shall have none of the rights of a shareholder at any time prior to the delivery of any Shares pursuant to the RSUs subject to this Agreement, except as expressly set forth in this Plan or herein.

7. Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the RSUs are settled. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company in cash, or an amount in cash if the RSU is settled in cash. Participant authorizes the Company to withhold in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement.

8. Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect of an RSU upon any Securities Exchange or any Applicable Requirement, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and until such Applicable Requirements shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

9. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and

D-3

effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

10. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

12. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH LOCATED IN BROWARD COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

13. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the RSUs.

***

D-4

EX-10.2

Exhibit 10.2

BioStem Technologies, Inc.

2022 Equity Incentive Plan

Dated as of November 18, 2022

DOCPROPERTY "CUS_DocIDChunk0" 584765.v1

Table of Contents

Article I.	Purposes and Definitions	1
Section 1.01	Purposes of this Plan; Structure.	1
Section 1.02	Definitions.	1
Section 1.03	Additional Interpretations.	6
Article II.	Stock Subject to this Plan; Administration.	7
Section 2.01	Stock Subject to this Plan.	7
Section 2.02	Administration of this Plan.	7
Section 2.03	Eligibility.	9
Section 2.04	Indemnification.	9
Article III.	Awards.	10
Section 3.01	Stock Options.	10
Section 3.02	Stock Appreciation Rights.	13
Section 3.03	Restricted Stock.	14
Section 3.04	Restricted Stock Units.	15
Section 3.05	Performance Units and Performance Shares.	16
Section 3.06	Cash-Based Awards and Other Stock-Based Awards.	19
Section 3.07	Form of Award Agreements.	21
Article IV.	Additional Provisions Applicable to this Plan and Awards	21
Section 4.01	Outside Director Limitations.	21
Section 4.02	Compliance With Code Section 409A.	21
Section 4.03	Leaves of Absence/Transfer Between Locations.	21
Section 4.04	Limited Transferability of Awards.	22
Section 4.05	Adjustments; Dissolution, Merger, Etc.	22
Section 4.06	Tax Withholding.	24

(i)

Section 4.07	Compliance with Securities Laws.	25
Section 4.08	Tax Withholding.	25
Section 4.09	No Effect on Employment or Service.	26
Section 4.10	Repurchase Rights.	26
Section 4.11	Fractional Shares.	26
Section 4.12	Forfeiture Events.	26
Section 4.13	Date of Grant.	27
Section 4.14	Term of Plan.	27
Section 4.15	Amendment and Termination of this Plan.	27
Section 4.16	Conditions Upon Issuance of Shares.	27
Section 4.17	Inability to Obtain Authority.	28
Section 4.18	Shareholder Approval.	28
Section 4.19	Retirement and Welfare Plans.	28
Section 4.20	Beneficiary Designation.	28
Section 4.21	Severability.	28
Section 4.22	No Constraint on Corporate Action.	29
Section 4.23	Unfunded Obligation.	29
Section 4.24	Choice of Law.	29

Exhibits

Exhibit A Form of Award Agreement for Options

Exhibit B Form of Award Agreement for Stock Appreciation Rights

Exhibit C Form of Award Agreement for Restricted Stock

Exhibit D Form of Award Agreement for Restricted Stock Units

(ii)

BioStem Technologies, Inc.

2022 Equity Incentive Plan

Article I. Purposes and Definitions

Section 1.01 Purposes of this Plan; Structure.

(a) The purposes of this Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentive to Employees, Directors and Consultants, and (ii) to promote the success of the Company’s business.

(b) This Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards.

Section 1.02 Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering this Plan, in accordance with Section 2.02.

(b) “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

(c) “Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited to the related issuance of shares of Common Stock, including but not limited to under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under this Plan.

(d) “Award” means, individually or collectively, a grant under this Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, or Cash-Based Award or Other Stock-Based Award granted under this Plan.

(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under this Plan, which Award Agreement shall be is subject to the terms and conditions of this Plan.

(f) “Board” means the Board of Directors of the Company.

(g) “Cash-Based Award” means an Award denominated in cash and granted pursuant to Section 3.06.

(h) “Cause” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between a Participant and the Company or its Affiliates applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or

1

falsification of documents or records of the Company or any of its Affiliates; (ii) the Participant’s material failure to abide by the Company’s or any Affiliate’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its Affiliates (including, without limitation, the Participant’s improper use or disclosure of the Company’s or any of its Affiliate’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on the Company’s or any of its Affiliate’s reputation or business; (v) the Participant’s repeated failure to perform any reasonable assigned duties after written notice from the Company or any of its Affiliates, and a reasonable opportunity to cure, such failure; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and the Company or any of its Affiliates which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with the Company or any of its Affiliates.

(i) “Change in Control” means the occurrence of any of the following events, subject to the provisions of Section 1.03:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this Section 1.02(i)(i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the shareholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this Section 1.02(i)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities.

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this Section 1.02(i)(ii), if any Person is considered to be in effective control of the Company, the acquisition of

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additional control of the Company by the same Person will not be considered a Change in Control.

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1.02(i)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s shareholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (B)(3) of this Section 1.02(i)(iii). For purposes of this Section 1.02(i)(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(k) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee of the Board, in accordance with Section 2.02.

(l) “Common Stock” means the common stock, par value $0.001 per share, of the Company.

(m) “Company” means BioStem Technologies, Inc., a Florida corporation, or any successor thereto.

(n) “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

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(o) “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

(p) “Director” means a member of the Board.

(q) “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(r) “Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Administrator or as otherwise provided by this Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant.

(s) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company, provided that neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company or any Parent or Subsidiary of the Company.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(u) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(v) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system (other than an over-the counter market, which will not be considered

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an established stock exchange of national market system for the purposes of this definition), including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(w) “Fiscal Year” means the fiscal year of the Company.

(x) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

(y) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(z) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(aa) “Option” means a stock option granted pursuant to this Plan.

(bb) “Outside Director” means a Director who is not an Employee.

(cc) “Other Stock-Based Award” means an Award denominated in Shares and granted pursuant to Section 3.06.

(dd) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(ee) “Participant” means the holder of an outstanding Award.

(ff) “Performance Award” means an Award of Performance Shares or Performance Units.

(gg) “Performance Award Formula” means, for any Performance Award, a formula or table established by the Administrator pursuant to Section 3.05 which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

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(hh) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 3.05.

(ii) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 3.05.

(jj) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(kk) “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

(ll) “Plan” means this 2022 Equity Incentive Plan.

(mm) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 3.03, or issued pursuant to the early exercise of an Option.

(nn) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 3.04. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(oo) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to this Plan.

(pp) “Section 16(b)” means Section 16(b) of the Exchange Act.

(qq) “Securities Act” means the Securities Act of 1933, as amended.

(rr) “Service Provider” means an Employee, Director or Consultant.

(ss) “Share” means a share of the Common Stock, as adjusted in accordance with Section 4.05.

(tt) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 3.02 is designated as a Stock Appreciation Right.

(uu) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

Section 1.03 Additional Interpretations. For purposes of Section 1.02(i), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the

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transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Article II. Stock Subject to this Plan; Administration.

Section 2.01 Stock Subject to this Plan.

(a) Subject to the provisions of Section 2.01(a) and Section 4.05, the maximum aggregate number of Shares that may be subject to Awards and sold under this Plan is 1,752,693 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

(b) If an Award expires or becomes un-exercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this Plan (unless this Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under this Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this Plan (unless this Plan has terminated). Shares that have actually been issued under this Plan under any Award will not be returned to this Plan and will not become available for future distribution under this Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under this Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholdings related to an Award will become available for future grant or sale under this Plan. To the extent an Award under this Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 4.05, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 2.01(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this Plan pursuant to Section 2.01(b) and Section 2.01(c).

(c) The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Plan.

Section 2.02 Administration of this Plan.

(a) Procedure.

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(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer this Plan.

(ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, to the extent such Rule is applicable to the Company at the applicable time, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Other Administration. Other than as provided above, this Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of this Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under this Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder, with such terms and conditions including, but not being limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to determine whether an Award will be settled in Shares, cash, other property or in any combination thereof;

(vii) to institute and determine the terms and conditions of an Exchange Program;

(viii) to construe and interpret the terms of this Plan and Awards granted pursuant to this Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws;

(x) to modify or amend each Award (subject to Section 4.15(c)), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards; provided, however, that in no case will an Option or Stock Appreciation Right be extended beyond its original maximum term;

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(xi) to allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 4.06;

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xiii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award;

(xiv) to prescribe, amend or rescind rules, guidelines and policies relating to this Plan, or to adopt sub-plans or supplements to, or alternative versions of, this Plan, including, without limitation, as the Administrator deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose residents may be granted Awards;

(xv) to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and to make all other determinations and take such other actions with respect to this Plan or any Award as the Administrator may deem advisable to the extent not inconsistent with the provisions of this Plan or applicable law; and

(xvi) to make all other determinations deemed necessary or advisable for administering this Plan.

(c) Option or Stock Appreciation Right Repricing. The Administrator shall have the authority, without additional approval by the shareholders of the Company, to approve a program providing for either (a) the cancellation of outstanding Options or Stock Appreciation Rights having exercise prices per share greater than the then Fair Market Value of a Share (“Underwater Awards”) and the grant in substitution therefor of new Options or Stock Appreciation Rights covering the same or a different number of shares but with an exercise price per share equal to the Fair Market Value per share on the new grant date or payments in cash, or (b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof to the Fair Market Value per share on the date of amendment.

(d) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws

Section 2.03 Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

Section 2.04 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Administrator or as officers or employees of the Company or any of its Affiliates, to the extent permitted by applicable law, members of the Board or the Administrator and any officers or employees of the Company or any of its Affiliates to whom authority to act for the Board, the Administrator or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in

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connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with this Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

Article III. Awards.

Section 3.01 Stock Options.

(a) Grant of Options. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.

(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 3.01(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and the calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

(d) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(e) Option Exercise Price and Consideration.

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, subject to the following:

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(1) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share (or the fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)) on the date of grant;

(B) granted to any Employee other than an Employee described in paragraph (1) immediately above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant;

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant (or the fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)).

(3) Notwithstanding the foregoing provisions of this Section 3.01(e), Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with this Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

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(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the terms of this Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and this Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 4.05. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to this Plan.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not

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vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to this Plan.

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to this Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to this Plan. .

Section 3.02 Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of this Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights.

(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 3.02(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of this Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under this Plan. Stock Appreciation Rights which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award Agreement, specifying the number of Stock Appreciation Rights to be exercised and the date on which such Stock Appreciation Rights were awarded and vested.

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

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(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under this Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 3.01(d) relating to the maximum term and Section 3.01(f) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; and (ii) the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

(g) Deemed Exercise of Stock Appreciation Rights. If, on the date on which a Stock Appreciation Rights would otherwise terminate or expire, the Stock Appreciation Right by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such Stock Appreciation Right, then any portion of such Stock Appreciation Right which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

Section 3.03 Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 3.03 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 3.03, Shares of Restricted Stock covered by each Restricted Stock grant made under this Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

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(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under this Plan.

Section 3.04 Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under this Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator or as set forth in the applicable Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning

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on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock, as determined by the Administrator. The number of additional Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per Share on such date. Such cash amount or additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions as are applicable to the Award.

(f) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

Section 3.05 Performance Units and Performance Shares.

(a) Issuance. Performance Awards may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

(b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Performance Awards will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(d) Performance Targets and Goals. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion

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(“Performance Goals”). Performance Goals shall be established by the Administrator on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following:

(i) Performance Measures. Performance Measures shall be calculated in accordance with the Company’s financial statements, or, if such measures are not reported in the Company’s financial statements, they shall be calculated in accordance with generally accepted accounting principles, a method used generally in the Company’s industry, or in accordance with a methodology established by the Administrator prior to the grant of the Performance Award. As specified by the Administrator, Performance Measures may be calculated with respect to the Company and its Subsidiaries consolidated therewith for financial reporting purposes, one or more Subsidiaries or such division or other business unit of any of them selected by the Administrator. Unless otherwise determined by the Administrator prior to the grant of the Performance Award, the Performance Measures applicable to the Performance Award shall be calculated prior to the accrual of expense for any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) on the Performance Measures of any change in accounting standards or any unusual or infrequently occurring event or transaction, as determined by the Administrator, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award. Performance Measures may be based upon one or more of the following, as determined by the Administrator: (1) revenue; (2) sales; (3) expenses; (4) operating income; (5) gross margin; (6) operating margin; (7) earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; (8) pre-tax profit; (9) net operating income; (10) net income; (11) economic value added; (12) free cash flow; (13) operating cash flow; (14) balance of cash, cash equivalents and marketable securities; (15) stock price; (16) earnings per share; (17) return on shareholder equity; (18) return on capital; (19) return on assets; (20) return on investment; (21) total shareholder return; (22) employee satisfaction; (23) employee retention; (24) market share; (25) customer satisfaction; (26) product development; (27) research and development expenses; (28) completion of an identified special project; and (29) completion of a joint venture or other corporate transaction.

(ii) Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Administrator.

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(e) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(f) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units or Performance Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(g) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units or Performance Shares will be forfeited to the Company, and again will be available for grant under this Plan.

(h) Qualified Performance-Based Awards. Restricted Stock and Restricted Stock Units granted to officers and Employees of the Company or any Parent or Subsidiary of the Company (within the meaning of Code Section 424) may be granted with the intent that the award satisfy the “Performance-Based Exception” (any such award intended to satisfy the Performance-Based Exception, a “Qualified Performance-Based Award”). The grant, vesting, or payment of a Qualified Performance-Based Awards may depend on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using one or more performance targets as determined by the Administrator (on an absolute or relative (including, without limitation, relative to the performance of one or more other companies or upon comparisons of any of the indicators of performance relative to one or more other companies) basis, any of which may also be expressed as a growth or decline measure relative to an amount or performance for a prior date or period) for the Company on a consolidated basis or for one or more of the Company’s Subsidiaries, segments, divisions, or business or operational units, or any combination of the foregoing. The performance period applicable to any Performance Units or Performance Shares may not be less than three (3) months nor more than ten (10) years. To satisfy the Performance-Based Exception, the performance measure(s) applicable to the Qualified Performance-Based Award and specific performance formula, goal or goals (“targets”), including must be established and approved by the Administrator during the first ninety (90) days of the applicable Performance Period (and, in the case of Performance Periods of less than one year, in no event after 25% or more of the Performance Period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code.

(i) Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented by Performance Share Awards until the date of the issuance of such Shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent

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Rights with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash or in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock, as determined by the Administrator. The number of additional Performance Shares (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value per Share on such date. Dividend Equivalent Rights, if any, shall be accumulated and paid to the extent that the related Performance Shares become nonforfeitable. Settlement of Dividend Equivalent Rights may be made in cash, Shares, or a combination thereof as determined by the Administrator, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 3.05(e). Dividend Equivalent Rights shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.

Section 3.06 Cash-Based Awards and Other Stock-Based Awards. Cash-Based Awards and Other Stock-Based Awards shall be evidenced by Award Agreements in such form as the Administrator shall establish. Such Award Agreements may incorporate all or any of the terms of this Plan by reference and shall comply with and be subject to the following terms and conditions.

(a) Grant of Cash-Based Awards. Subject to the provisions of this Plan, the Administrator, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms and conditions, including the achievement of performance criteria, as the Administrator may determine.

(b) Grant of Other Stock-Based Awards. The Administrator may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation units, securities or debentures convertible into common stock or other forms determined by the Administrator) in such amounts and subject to such terms and conditions as the Administrator shall determine. Other Stock-Based Awards may be made available as a form of payment in the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of a Share and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

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(c) Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as determined by the Administrator. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on such Shares, as determined by the Administrator. The Administrator may require the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 3.05, as shall be established by the Administrator and set forth in the Award Agreement evidencing such Award. If the Administrator exercises its discretion to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to which the performance criteria are met. The establishment of performance criteria with respect to the grant or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures substantially equivalent to those applicable to Performance Awards set forth in Section 3.05.

(d) Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, Shares or other securities or any combination thereof as the Administrator determines. The determination and certification of the final value with respect to any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with the requirements applicable to Performance Awards set forth in Section 3.05. To the extent applicable, payment or settlement with respect to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.

(e) Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to Shares represented by Other Stock-Based Awards until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth in Section 3.04(e). Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of such Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions and performance criteria, if any, as are applicable to the Award.

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(f) Nontransferability of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. The Administrator may impose such additional restrictions on any Shares issued in settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any state securities laws or foreign law applicable to such Shares.

Section 3.07 Form of Award Agreements. A form of Award Agreement for a grant of Options is attached hereto as Exhibit A, a form of Award Agreement for a grant of Stock Appreciation Rights is attached hereto as Exhibit B, a form of Award Agreement for a grant of Restricted Stock is attached hereto as Exhibit C; and a form of Award Agreement for a grant of Restricted Stock Units is attached hereto as Exhibit D, provided that the Administrator shall have the discretion to modify such forms and to replace such forms with any other agreement as determined by the Administrator. In the event of a conflict between the terms of any Award Agreement and the provisions in the body of this Plan, the terms of the Award Agreement shall control.

Article IV. Additional Provisions Applicable to this Plan and Awards

Section 4.01 Outside Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value (computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000. Any Awards granted to an individual while he or she was an Employee, or while he or she was a Consultant but not an Outside Director, will not count for purposes of the limitations under this Section 4.01.

Section 4.02 Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. This Plan and each Award Agreement under this Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company have any obligation under the terms of this Plan to reimburse a Participant for any taxes or other costs that may be imposed on Participant as a result of Section 409A.

Section 4.03 Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such

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leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

Section 4.04 Limited Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

Section 4.05 Adjustments; Dissolution, Merger, Etc.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Plan, will adjust the number and class of shares of stock that may be delivered under this Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and the numerical Share limits of Section 2.01.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control.

(i) In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an Affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the

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occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 4.05(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

(ii) In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

(iii) For the purposes of this Section 4.05(c) and Section 4.05(d), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control.

(iv) Notwithstanding anything in this Section 4.05(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of

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such performance goals without the Participant’s consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

(v) Notwithstanding anything in this Section 4.05(c) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or paid-out under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section 4.05(c) will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

(vi) The Administrator may, without affecting the number of Shares reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the Code.

(d) Outside Director Awards. In the event of a Change in Control, with respect to Awards granted to an Outside Director, the Outside Directors will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable.

Section 4.06 Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligation is due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, non-U.S. or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by such methods as the Administrator shall determine, including, without limitation, (i) paying cash, (ii) electing to have the Company

24

withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing methods of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

Section 4.07 Compliance with Securities Laws. The grant of Awards and the issuance of Shares pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under this Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Section 4.08 Tax Withholding.

(a) Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under this Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by the Company or any of its Affiliates with respect to an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares, to release Shares from an escrow established pursuant to an Award Agreement, or to make any payment in cash under

25

this Plan until the Company or its Affiliate’s, as applicable, withholding obligations have been satisfied by the Participant.

(b) Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the Shares issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole Shares having a Fair Market Value, as determined by the Administrator, equal to all or any part of the tax withholding obligations of any the Company or its Affiliates, as applicable. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Administrator may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Administrator in its discretion to be sufficient to cover the tax withholding obligations of the Company or its Affiliates, as applicable, and to remit an amount equal to such tax withholding obligations to the Company or its Affiliates, as applicable ,in cash.

Section 4.09 No Effect on Employment or Service. Neither this Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

Section 4.10 Repurchase Rights. Shares issued under this Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Administrator in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

Section 4.11 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

Section 4.12 Forfeiture Events.

(a) All Awards under this Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate, including but not limited to a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 4.12 is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy or otherwise will be an event that

26

triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or a Subsidiary or Parent of the Company.

(b) Notwithstanding any other provision of this Plan, if the Participant’s service to the Company or any of its Affiliates as a Service Provider is terminated for Cause, then any Award which has no vested as of such time in accordance with its terms shall automatically be forfeited and cancelled and shall cease to vest, be exercisable or otherwise provide any benefit to Participant, provided that such provision may be amended in any Award Agreement.

(c) The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence additional of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant’s status as Service Provider for Cause or any specified action or inaction by a Participant, whether before or after such termination of service, that would constitute Cause for termination of such Participant’s status as a Service Provider.

Section 4.13 Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

Section 4.14 Term of Plan. This Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 4.15.

Section 4.15 Amendment and Termination of this Plan.

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate this Plan.

(b) Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of this Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of this Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under this Plan prior to the date of such termination.

Section 4.16 Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with

27

Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

Section 4.17 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non-U.S. law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

Section 4.18 Shareholder Approval. This Plan will be presented for approval by the shareholders of the Company within twelve (12) months after the date this Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. No Option granted under this Plan may be treated as an Incentive Stock Option if this Plan is not approved by shareholders of the Company within twelve (12) months after the date this Plan is adopted by the Board.

Section 4.19 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any of its Affiliates’ retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

Section 4.20 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under this Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.

Section 4.21 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of this Plan shall not in any way be affected or impaired thereby.

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Section 4.22 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or any of its Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company any of its Affiliates to take any action which such entity deems to be necessary or appropriate.

Section 4.23 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to this Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. Neither the Company nor any of its Affiliates shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any of its Affiliates and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or any of its Affiliates. The Participants shall have no claim against the Company or any of its Affiliates for any changes in the value of any assets which may be invested or reinvested by the Company with respect to this Plan.

Section 4.24 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Plan and each Award Agreement shall be governed by the laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Florida.

***

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Exhibit A

Form of Option Award Agreement

BioStem Technologies, Inc.

Option Award Agreement

This grant of an Award to purchase Shares (“Grant”) is made as of [_______________] (the “Effective Date”) by BioStem Technologies, Inc., a Florida corporation (the “Company”) under the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”), to [__________________] (the “Participant”). Under applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as [an incentive option][a non-qualified option].

By signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein and in this Plan.

Participant Name: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of Option is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE OPTIONS GRANTED TO YOU.

***

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1. Grant. As of the Effective Date, the Company grants to the Participant an option (the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of [________________] shares of the Company’s Common Stock, par value $0.001 per share, (the “Option Shares”), at the purchase price of $[____________] per share (the “Option Price”). The Participant shall have the cumulative right to exercise the Option, and the Option is only exercisable, with respect to the following number of Option Shares on or after the following dates:

Date Number of Options Vested and Shares Which May be Acquired

The Administrator may, in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.

2. Term. The Option granted hereunder shall expire in all events at 5:00 p.m., Eastern time on [______________], unless sooner terminated as provided in in this Section 2.

3. Change in Accounting Treatment. If the Administrator finds that a change in the financial accounting treatment for options granted under this Plan adversely affects the Company or, in the determination of the Administrator, may adversely affect the Company in the foreseeable future, the Administrator may, in its discretion, set an accelerated termination date for the Option. In such event, the Administrator may take whatever other action, including acceleration of any exercise provisions, it deems necessary.

4. Blackout Periods. The Administrator reserves the right to suspend or limit the Participant’s rights to exercise and sell Shares acquired through the exercise of Options to comply with Applicable Requirements and any Company’s insider trading policy, any Applicable Law, or at any other times that it deems appropriate.

5. Transfers. Except as otherwise provided herein or in any separate provisions applicable to this Option, the Option is transferable by the Participant only by will or pursuant to the laws of descent and distribution in the event of the Participant’s death, in which event the Option may be exercised by the heirs or legal representatives of the Participant as set forth in this Plan. Any attempt at assignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a Person other than the Participant shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

6. Adjustments on Changes in Common Stock. In the event that, prior to the delivery by the Company of all of the Option Shares in respect of which the Option is granted, there shall be an increase or decrease in the number of issued shares of Common Stock of the Company as a result of a subdivision or consolidation of Shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such Shares, effected without receipt of

A-2

consideration by the Company, the remaining number of Option Shares still subject to the Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent of the remaining number of Option Shares still subject to the Option and the Option Price thereof prior to such change. For purposes of this Section 7 no adjustment shall be made as a result of the issuance of Common Stock upon the conversion of other securities of the Company which are convertible into Shares.

7. Legal Requirements. If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates representing the Option Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on the Option Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered.

8. Administration. The Option has been granted pursuant to, and is subject to the terms and provisions of, this Plan. All questions of interpretation and application of this Plan and the Option shall be determined by the Administrator, and such determination shall be final, binding and conclusive. The Option shall not be treated as an incentive stock option (as such term is defined in section 422(b) of the Code) for federal income tax purposes unless expressly indicated as same hereupon.

9. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

10. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

12. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements

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performed wholly within the State of Florida. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

13. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Options and exercise thereof.

***

A-4

Exhibit B

Form of Stock Appreciation Right Award Agreement

BioStem Technologies, Inc.

Stock Appreciation Rights Award Agreement

Number of SARs Grant Date Vesting Schedule

Exercise Price: $_______________ per share of Common Stock

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached Stock Appreciation Rights Award Agreement and the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement and this Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of SAR is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE SAR GRANTED TO YOU.

B-1

BioStem Technologies, Inc.

STOCK APPRECIATION RIGHTS AWARD AGREEMENT

1. SAR/Nontransferability. This Stock Appreciation Rights Award Agreement (this “Agreement”) evidences the grant to you on the Grant Date set forth on the cover page of this Agreement the Stock Appreciation Right as set forth therein (the “SAR”) under the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”). These SARs represent the right to receive, upon exercise thereof, an amount in cash as set forth in this Plan. This SAR will NOT be credited with dividends to the extent dividends are paid on the Common Stock of the Company. Your SAR may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the SAR be made subject to execution, attachment or similar process. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. The Plan. The SAR is issued in accordance with and is subject to and conditioned upon all of the terms and conditions of this Agreement and this Plan as amended from time to time; provided, however, that no future amendment or termination of this Plan shall, without your consent, alter or impair any of your rights or obligations under this Plan, all of which are incorporated by reference in this Agreement as if fully set forth herein.

3. Cash Value Determination upon Vesting and Exercise. Subject to the terms and conditions set forth in this Agreement, the SARs covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided the Participant is a Service Provider of the Company on the Date of Vesting. The payment of the value of the SARs shall be made no later than ten (10) days following exercise. The payment of amounts with respect to the SARs is subject to the provisions of this Plan and to interpretations, regulations and determinations concerning this Plan as established from time to time by the Administrator in accordance with the provisions of this Plan, including, but not limited to, provisions relating to (i) rights and obligations with respect to withholding taxes, (ii) capital or other changes of the Company and (iii) other requirements of applicable law.

4. No Shareholder Rights. SARs are not Shares. Neither the Participant, nor any Person entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of a holder of Shares.

5. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

6. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

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7. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

8. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Florida. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

9. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the SARs.

***

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Exhibit C

Form of Restricted Stock Award Agreement

BioStem Technologies, Inc.

Restricted Stock Award Agreement

Number of Shares Grant Date Vesting Schedule

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached Restricted Stock Award Agreement and the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Stock Award Agreement and this Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of Shares is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE SHARES GRANTED TO YOU.

C-1

BioStem Technologies, Inc.

RESTRICTED STOCK AWARD AGREEMENT

1. Award. This Restricted Stock Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set forth on the cover page of this Agreement the shares of Restricted Stock as set forth therein (the “Shares”) under the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”). Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. Non-Transferability of the Shares. Your Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your Shares are no greater than that of other general, unsecured creditors of the Company.

3. Vesting. Subject to the terms and conditions set forth in this Agreement, the Shares covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided the Participant is a Service Provider of the Company or a member of the Company Group on the Date of Vesting.

4. Delivery of Shares.

(a) Vesting. Shares that vest (together with any payment due pursuant to the terms herein in respect of such Shares) shall be delivered to Participant (or the person to whom ownership rights may have passed by will or the laws of descent and distribution), on or as soon as administratively practicable after, the date of such vesting.

(b) Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares, if any, by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator consistent with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)).

5. Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the Shares are delivered. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company in cash. Participant authorizes the Company to withhold

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in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement.

6. Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect of an Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

7. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

8. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

9. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

10. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Florida. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

11. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Restricted Stock.

***

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Exhibit D

Form of Restricted Unit Award Agreement

BioStem Technologies, Inc.

Restricted Unit Award Agreement

Number of Restricted Stock Units Grant Date Vesting Schedule/Performance Period/Performance Vesting Requirements

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant to the terms of the attached Restricted Unit Award Agreement and the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and this Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of RSUs is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE RSUs GRANTED TO YOU.

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BioStem Technologies, Inc.

RESTRICTED UNIT AWARD AGREEMENT

1. Award. This Restricted Unit Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set forth on the cover page of this Agreement the Restricted Stock Units as set forth therein (the “Restricted Stock Units” or “RSUs”) under the BioStem Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”). As used herein, the term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of this Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Restricted Stock Units vest pursuant to this Award Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. Non-Transferability of the RSUs. Your RSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your RSUs are no greater than that of other general, unsecured creditors of the Company.

3. Vesting. Subject to the terms and conditions set forth in this Agreement, the RSUs covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement and subject to the satisfaction or attainment of the performance criteria set forth therein, if any, provided the Participant is employed by the Company on the date of vesting. The Administrator may not accelerate vesting of Restricted Stock Units for any reason.

4. Dividends. Participant shall not be entitled to any cash, securities or property that would have been paid or distributed as dividends with respect to the RSUs subject to this Agreement prior to the date the RSUs are delivered to Participant; provided, however, that the Company shall keep a hypothetical account in which any such items shall be recorded, and shall pay to Participant the amount of such dividends (in cash or in kind as determined by the Company) on the same date that the RSUs to which such payments or distributions relate are required to be delivered under this Agreement.

5. Timing and Manner of Payment on RSUs.

(a) On or as soon as administratively practical following the vesting event pursuant to this Agreement (and in all events not later than two and one-half (2½) months after such vesting event), the Company shall deliver to the Participant a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its discretion) equal to the number of Shares subject to the RSU that vest on the Vesting Date, less any withholding or expenses as set forth herein, or may settle the RSU in cash or other payment as provided in this Plan, as determined by the Administrator. The Company’s obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the

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Participant or other person entitled under this Plan to receive any Shares or payment with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to this Plan. The Participant shall have no further rights with respect to any RSUs that are paid or that terminate pursuant to this Agreement or this Plan.

(b) Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares or other payment, if any, with respect to RSUs by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator consistent with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)).

6. Rights of Participant. Participant shall have none of the rights of a shareholder at any time prior to the delivery of any Shares pursuant to the RSUs subject to this Agreement, except as expressly set forth in this Plan or herein.

7. Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the RSUs are settled. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company in cash, or an amount in cash if the RSU is settled in cash. Participant authorizes the Company to withhold in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement.

8. Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect of an RSU upon any Securities Exchange or any Applicable Requirement, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and until such Applicable Requirements shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

9. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and

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effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

10. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

12. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Florida. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

13. Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the RSUs.

***

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EX-10.3

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of July 2022 (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Jason Matuszewski (“Executive”). Effective as of the Effective Date, any prior employment agreement between the Company and the Executive is hereby deemed amended and restated in its entirety, without any termination or expiration thereunder, to provide as set forth in this Agreement.

W I T N E S S E T H :

WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1.Definitions.

(a)“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein.

(b)“Agreement” shall have the meaning set forth in the preamble hereto.

(c)“Base Salary” shall mean the salary provided for in Section 4 hereof or any increased salary granted to Executive pursuant to Section 4 hereof.

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder, (ii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Executive or at Executive’s direction, (v) Executive’s conviction of or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, a material adverse impact on the performance of

Executive’s duties to the Company or any other member of the Company Group or otherwise result in material injury to the reputation or business of the Company or any other member of the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, that results, or could be reasonably expected to result, in material injury to the reputation or business of the Company or any other member of the Company Group, or (vii) Executive’s material breach of this Agreement or breach or threatened breach of the Restrictive Covenant Agreement. If, within thirty (30) days subsequent to Executive’s termination for any reason other than by the Company for Cause, the Company determines that Executive’s employment could have been terminated for Cause pursuant to clause (iii) or (iv) of the definition of “Cause” above, Executive’s employment will be deemed to have been terminated for Cause for all purposes, and Executive will be required to repay or return to the Company all amounts and benefits received from the Company pursuant to this Agreement or otherwise on account of such termination that would not have been payable or provided to Executive had such termination been by the Company for Cause.

(f)“COBRA” shall mean Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code, and the rules and regulations promulgated under either of them.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(h)“Company” shall have the meaning set forth in the preamble hereto.

(i)“Company Group” shall mean the Company together with any direct or indirect subsidiaries of the Company, parents of the Company or any Affiliates (as defined in the Plan, as defined below) of the Company.

(j)“Compensation Committee” shall mean the Board or the committee of the Board designated to make compensation decisions relating to executive officers of members of the Company Group.

(k)“Delay Period” shall have the meaning set forth in Section 15(a) hereof.

(l)“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents the performance of substantially all of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company. The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

(m)“Executive” shall have the meaning set forth in the preamble hereto.

(n)“Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties, or responsibilities as set forth in Section 3 hereof, (ii) a material reduction in Base Salary set forth in Section 4 hereof (other than pursuant to an

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across-the-board reduction applicable to all similarly situated executives), (iii) the relocation of Executive’s principal place of employment (as provided in Section 3(c) hereof) more than sixty (60) miles from its current location, or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii), or (iii) above). Notwithstanding the foregoing, during the Term, in the event that the Board reasonably believes that Executive has engaged in conduct that constitutes Cause hereunder, the Board may, in its sole and absolute discretion and if it determines that suspension of the Executive pending further investigation is necessary to protect the Company, suspend Executive from performing Executive’s duties hereunder for a period of up to thirty (30) days, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

(o)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(p)“Release of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit B (as the same may be revised from time to time by the Company upon the advice of counsel).

(q)“Restrictive Covenant Agreement” shall mean the Restrictive Covenant Agreement attached hereto as Exhibit A.

(r)“Severance Benefits” shall have the meaning set forth in Section 10 hereof.

(s)“Severance Term” shall mean the one (1) month period following Executive’s termination by the Company without Cause (other than by reason of death or Disability) or by Executive for Good Reason.

(t)“Term” shall mean the period specified in Section 2 hereof.

Section 2.Acceptance and Term.

The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The Term shall commence on the date hereof and, unless terminated as provided in Section 8 hereof, shall continue until the close of business on the one year (1) year anniversary of the date hereof (the “Initial Term”). The term of this Agreement shall automatically be extended for successive one-year periods (“Extension Terms” and, collectively with the Initial Term, the “Term”) unless either party gives written notice of non-extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.

Section 3.Position, Duties, and Responsibilities; Place of Performance.

(a)Position, Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the Chief Executive Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to

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time) and shall have such duties and responsibilities commensurate with such title as determined by the Board in its discretion.

(b)Performance. Except with the consent of the Board, Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s duties under this Agreement and shall not, during the Term, engage in any other business or occupation, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the personal investments and affairs of Executive and members of Executive’s family; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.

(c)Principal Place of Employment. Executive’s principal place of employment shall be at the Company’s headquarters, currently located in Pompano Beach, Florida, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons.

Section 4.Base Salary and Bonus.

(a)Base Salary. Commencing on July 15, 2022, Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of not less than $275,000 with increases, if any, as may be approved in writing by the Compensation Committee.

(b)Bonus. The Executive shall be eligible for an annual target bonus payment equal, as a percentage of the Base Salary, to that received by all other C-Suite executives. The bonus shall be determined based on the achievement of certain performance objectives of the Company as established by the Compensation Committee and communicated to the Executive in writing as soon as practicable after commencement of the year in respect of which the bonus is paid. The actual bonus may be greater or less than the target bonus, based on the level of achievement of the applicable performance objectives.

Section 5.Employee Benefits.

(a)During the Term, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company. In addition to the other benefits set forth herein, Executive shall also be entitled to any other benefits, in each case as are generally allowed to similarly situated executives of the Company in accordance with the Company policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice where permitted by law, and the right to do so is expressly reserved.

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(b)Vacation. The Executive shall be entitled to vacation, holiday and sick leave at levels no less than commensurate with those provided to any other executive vice president of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.

(c)Retirement and Welfare Benefits. The Executive shall be entitled to participate in the Company’s health, life insurance, long and short-term disability, dental, retirement, and medical programs, if any, pursuant to their respective terms and conditions, on a basis no less than commensurate with those provided to any other executive vice president of the Company. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date, provided that any such amendment or termination shall be effective as to the Executive only if it is equally applicable to every other senior executive officer of the Company.

Section 6.Key-Man Insurance.

At any time during the Term, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

Section 7.Reimbursement of Business Expenses.

During the Term, the Company shall pay (or promptly reimburse Executive) for documented, out-of-pocket expenses reasonably incurred by Executive in the course of performing Executive’s duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.

Section 8.Termination of Employment.

(a)Termination by the Company.

(i)For Cause. The Company may terminate the Executive’s employment hereunder at any time for Cause (as defined and in accordance with the procedures outlined below), in which case the Company’s sole liability to the Executive shall be payment of the Accrued Obligations, each of which shall be paid within 10 days following the date of the Executive’s termination.

(ii)Without Cause. The Company may also terminate the Executive’s employment without Cause at any time upon not less than ten (10) days’ prior written notice to the Executive; provided, however, that in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. Upon the Executive’s termination in accordance with the preceding sentence, the Company shall pay to the Executive a single lump sum in cash, within 10 days following the date of the Executive’s termination, unless another date is mutually agreed upon

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by the parties, equal to the aggregate amount of (i) unpaid Base Salary, accrued but unpaid Bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, (ii) 3 times the Base Salary in effect immediately prior to such termination if such termination occurs prior to the third anniversary of the Effective Date and 2 times such Base Salary if such termination occurs on or following the third anniversary of the Effective Date, and (iii) all unreimbursed expenses incurred by the Executive. In addition, (x) at the time of such termination, the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including, but not limited to, stock options and restricted stock) then held by the Executive (collectively, the “Equity Grants”), (y) if such termination occurs on or following the third anniversary of the Effective Date then, no later than the date on which annual bonuses are generally paid to the Company’s executives in respect of the year of such termination, the Executive shall receive a payment equal to the lesser of (I) the target Bonus for the year of termination or (II) the Bonus to which the Executive would have been entitled for the year of termination had the Executive remained employed throughout such year, based on the achievement of the Executive’s Bonus objectives for such year; provided that if any portion of such Bonus is based on subjective determinations, then for purposes of this subclause (II) the amount of the Bonus shall be determined based on the percentage of the applicable objective performance criteria attained multiplied by the entire target Bonus, and (z) all health, life insurance, long-term disability, dental, and medical programs specified in Section 5(c), shall continue for 24 months following such termination (the “Severance Term”); provided, however, that the Company shall in no event be required to provide any coverage after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the conclusion of the Severance Term, the Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to the Company’s plans or programs which are accrued and owed in the future. Notwithstanding the foregoing, if a termination described in this Section 8(a)(ii) occurs (A) within the 18-month period commencing on the date of a Change of Control (as defined below), or (B) prior to a Change of Control and such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, the Executive shall receive in all cases the payments and benefits described in this Section 8(a)(ii) as if such termination had occurred prior to the third anniversary of the Effective Date.

(iii)“Cause” Defined. As used in this Agreement, termination for “Cause” shall mean a termination based upon:

(A)a material violation of any material written rule or policy of the Company (A) for which violation any employee may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee, and (B) which the Executive fails to correct within 10 days after the Executive receives written notice from the Board of such violation;

(B)misconduct by the Executive to the material and demonstrable detriment of the Company;

(C)the Executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

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(D)the Executive’s continued and ongoing gross negligence in the performance of Executive’s duties and responsibilities to the Company as described in this Agreement; or

(E)the Executive’s material failure to perform Executive’s duties and responsibilities to the Company as described in this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such failure subsequent to the Executive being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company), in either case after written notice from the Board to the Executive of the specific nature of such material failure and the Executive’s failure to cure such material failure within ten (10) days following receipt of such notice.

(iv)Cause shall not exist unless and until the Company has delivered to the Executive, along with the notice of Termination for Cause, a copy of a resolution duly adopted by the Board (excluding the Executive if the Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in Section 8(a)(iii)(A), Section 8(a)(iii)(B), Section 8(a)(iii)(C) or Section 8(a)(iii)(D) has occurred and specifying the particulars thereof in detail.

(b)Termination by the Executive.

(i)The Executive may resign from Executive’s employment hereunder in the event of “Good Reason” after ten (10) days’ written notice from the Executive to the Board describing in detail the “Good Reason,” if not cured within such 10-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company’s obligations to the Executive shall be the same as set forth in Section 8(a)(ii), and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 8(a)(ii) shall apply.

(ii)The Executive may resign Executive’s employment hereunder other than for Good Reason at any time by giving no less than ten (10) days’ written notice to the Board. In the event of any such resignation, the Company’s sole obligation to the Executive shall be for the Accrued Obligations (then owed or accrued and owed in the future, but in all events and without increasing the Executive’s rights under any other provision hereof, excluding any Bonus payments not yet paid) through the effective date of the Executive’s resignation specified in the Executive’s notice.

(iii)For the purposes of this Agreement, “Good Reason” means resignation by the Executive based upon the occurrence without the Executive’s express written consent of any of the following:

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(A)a significant diminution by the Company of the Executive’s role with the Company or a significant detrimental change in the nature and/or scope of the Executive’s status with the Company (including a diminution in title);

(B)a reduction in Base Salary or target or maximum Bonus, other than as part of an across the board reduction in salaries of management personnel (including all vice presidents and positions above) of less than 20%;

(C)at any time following a Change of Control (as defined below), a material diminution by the Company of compensation and benefits (taken as a whole) provided to the Executive immediately prior to a Change of Control;

(D)the relocation of the Executive’s principal executive office to a location more than 50 miles further from the Executive’s principal residence than the Executive’s principal executive office immediately prior to such relocation, or any requirement that the Executive be based anywhere other than the Executive’s principal executive office; or

(E)any other material breach by the Company of any of the terms and conditions of this Agreement.

(iv)Notwithstanding the above, a resignation by the Executive for any reason during the 10-day period commencing six months after a Change of Control, upon giving at least ten (10) days’ advance written notice to the Board, shall be considered to be a resignation for Good Reason.

(c)Termination by Death or Disability. In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for the Accrued Obligations and a pro-rata Bonus for the year of termination based on the Executive’s target Bonus for such year and the portion of such year in which the Executive was employed, each of which shall be paid within 10 days following the date of the Executive’s termination.

Section 9.Change of Control.

(a)A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately

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prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

(b)Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment or benefit provided to the Executive under this Agreement or otherwise, whether or not in connection with a Change of Control (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such that the Payment would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and any federal, state and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and any interest and penalties in respect of such Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence (or, if greater, the state and locality in which Executive is required to file a nonresident income tax return with respect to the Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

(c)All determinations made pursuant to the foregoing paragraph shall be made by the Company which shall provide its determination and any supporting calculations (the “Determination”) to the Executive within thirty days of the date of the Executive’s termination or any other date selected by the Executive or the Company. Within ten calendar days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence of any Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payments in accordance with the Determination. If there is no dispute, the Determination by the Company shall be final, binding and conclusive upon the Executive, subject to the application of Section 9(d). Within ten days after the Company’s determination, the Company shall pay to the Executive the Gross-Up Payment, if any. If the Company determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on Executive’s federal, state, local income or other tax return. The Company agrees to indemnify and hold harmless the Company of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 9(c), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Company.

(d)As a result of the uncertainty in the application of sections 4999 and 280G of the Code, it is possible that the Gross-Up Payments either will have been made which should not have been made, or will not have been made which should have been made, by the Company (an “Excess Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is

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established pursuant to (A) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Gross-Up Payment has been made, such Gross-Up Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d) of the Code) compounded semi-annually for any period during which the Executive held such Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect of any period during which the IRS held such Excess Gross-Up Payment. If it is determined (I) by the Company, the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or the IRS, (II) pursuant to a determination by a court, or (III) upon the resolution to the Executive’s satisfaction of the Dispute, that a Gross-Up Underpayment has occurred, the Company shall pay an amount equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination or resolution, together with interest on such amount at 120% of the applicable federal rate compounded semi-annually from the date such amount should have been paid to the Executive pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 9(d), until the date of payment.

Section 10.Release.

Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to Section 8(c), Section 8(a)(ii) or Section 8(b)(i) (other than the Accrued Obligations, which are unaffected by this paragraph) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of

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a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Section 11.Restrictive Covenant Agreement.

As a condition of, and prior to commencement of, Executive’s employment with the Company, Executive shall have executed and delivered to the Company the Restrictive Covenant Agreement. The parties hereto acknowledge and agree that this Agreement and the Restrictive Covenant Agreement shall be considered separate contracts, and the Restrictive Covenant Agreement will survive the termination of this Agreement for any reason. Executive acknowledges and agrees that any claim Executive may have under this Agreement or on any other grounds shall not have any effect on, or serve as a defense to enforcement of, Executive’s obligations under the Restrictive Covenant Agreement.

Section 12.Representations and Warranties of Executive.

Executive represents and warrants to the Company that—

(a)Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound;

(b)Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and

(c)in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

Section 13.Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Code to such payments.

Section 14.Set Off; Mitigation.

The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any

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installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not be required to mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise.

Section 15.Additional Section 409A Provisions.

Notwithstanding any provision in this Agreement to the contrary—

(a)Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b)Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

(c)To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided,that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d)While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 16.Equity Grants

(a)Option Award. On the Effective Date, pursuant to the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”), the Company shall grant to Executive an Option (as defined in the Plan) to acquire up to 2,250,000 shares of the Company’s Common Stock (as

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defined in the Plan), pursuant to the Option Award Agreement in the form as attached hereto as Exhibit C (the “Option Award Agreement”), which Option shall be subject to vesting and forfeiture as set forth in the Plan, as such provisions may be modified as set forth herein and in the Option Award Agreement (the “Option Award”).

(b)Representations and Warranties. The Option Award, and any shares of Common Stock (as defined in the Plan) or other securities of the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and warrants to the Company as set forth in this Section 16(b) with respect to the Securities and Executive’s receipt thereof, as of the Effective Date and as of the date of any issuance or granting of any Securities.

(i)Executive hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

(ii)Executive understands that the Securities are being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

(iii)Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of

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the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together with Executive’s advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear the risks of an investment in the Securities and understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Securities. Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

(iv)Executive also acknowledges and agrees that an investment in the Securities is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under the federal and state securities laws and for other purposes.

(v)Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

(vi)Executive understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN

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REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Section 17.Successors and Assigns; No Third-Party Beneficiaries.

(a)The Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company Group, or its or their respective successors) without Executive’s prior written consent; provided, however, that in the event of a sale of all or substantially all of the assets of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed that in such circumstances, Executive’s consent will not be required in connection therewith.

(b)Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

(c)No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(c) or Section 17(b) hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 18.Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

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Section 19.Severability.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 20.Governing Law and Jurisdiction; Attorneys’ Fees.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IF ANY LEGAL ACTION IS BROUGHT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS’ FEES FROM THE OTHER PARTY. THESE FEES, WHICH MAY BE SET BY THE COURT IN THE SAME ACTION OR IN A SEPARATE ACTION BROUGHT FOR THAT PURPOSE, ARE IN ADDITION TO ANY OTHER RELIEF TO WHICH THE PREVAILING PARTY MAY BE ENTITLED.

Section 21.Notices.

(a)Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated, all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.

(b)Date of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

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Section 22.Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 23.Entire Agreement.

This Agreement and the exhibits attached hereto and any other agreement related to any Equity Grants, constitute the entire understanding and agreement of the parties hereto regarding the employment of Executive and supersede all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement and such other exhibits and agreements.

Section 24.Survival of Operative Sections.

Upon any termination of Executive’s employment, the provisions of Section 8 through Section 25 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 25.Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

* * *

[Signatures to appear on the following page(s).]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

BioStem Technologies, Inc.

/s/ Andrew Van Vurst
By: Andrew Van Vurst
Title: Chief Operating Officer

EXECUTIVE

/s/ Jason Matuszewski
Jason Matuszewski

[Signature Page to Jason Matuszewski Employment Agreement]

Exhibit A

RESTRICTIVE COVENANT AGREEMENT

As a condition of my becoming employed by, or continuing employment with, BioStem Technologies, Inc. a Florida corporation (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation and benefits now and hereafter paid to me by the Company, I agree to the following:

Section 26.Confidential Information.

(a)Company Group Information. I acknowledge that, for all times in the past and during the period of my employment with the Company (the “Employment Period”), I have had and will have access to information about the Company and its direct and indirect parents, subsidiaries (including, without limitation, the Company) and affiliates (collectively, the “Company Group”) and that my employment with the Company shall bring me into close contact with confidential and proprietary information of the Company Group and members of the Company Group. In recognition of the foregoing, I agree, at all times during the Employment Period and thereafter, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without prior written authorization of the Company, any Confidential Information that I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company in writing. I understand that “Confidential Information” means information that any member of the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile, discover, or own, that has value in or to the business of any member of the Company Group. I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the Company Group’s technical data, computer programs, compositions, applications, therapeutic uses, methods, storage and handling information, release tests, collaborators, timelines, regulatory strategies and information, clinical strategies, data, patent documentation, files, research results, prototypes, models, product plans, inventions, business plans, acquisition plans, marketing plans, forecasts, strategies, manufacturing information, financial information, existing or proposed business or products, pricing, costs, technology, discoveries, ideas, concepts, techniques, designs, patterns, terminology, styling markers, structures, marketing and distribution methods, business operations, sales, plans, and efforts, the identities of and the course of dealing with actual and prospective customers, contractors, vendors, competitors, manufacturers, factories, and suppliers, sales representatives, distribution partners, contacts, independent contractors, specifications, drawings, maps, blueprints, the Company’s proprietary process for manufacturing and designing perinatal allografts, as well as all formulas and methods appurtenant thereto, the Company’s proprietary particulate compositions used from perinatal tissue, all diagrams, analyses, strategies, compilations, studies, and other technical, financial, and/or business information, customer lists, customers and internal affairs in oral, visual, written, electronic, or other tangible or intangible form, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding each member of the Company Group’s products or services and markets, customer lists, and customers (including, but not limited to, customers of the Company Group on whom I called or with whom I may become acquainted during the Employment Period), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware

A-1

configuration information, marketing, finances, and other business information disclosed by any member of the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property. Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or judicial authority; provided, however, that in such event I will give the Company prompt written notice thereof so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Restrictive Covenant Agreement (this “Agreement”).

(b)Former Employer Information. I represent that my performance of all of the terms of this Agreement as an employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary information or material I may have obtained in connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer. During the Employment Period, I will not improperly make use of, or disclose, any developments, or confidential or proprietary information or material of any prior employer or other third party, nor will I bring onto the premises of the Company or use any unpublished documents or any property belonging to any prior employer or other third party, in violation of any lawful agreements with that prior employer or third party. I will use in the performance of my duties, in addition to information (such as Confidential Information) of the Company Group, only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company.

(c)Third Party Information. I understand that the Company Group has received and in the future may receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In recognition of the foregoing, I agree, at all times during the Employment Period and thereafter, to hold in confidence and will not disclose to anyone (other than to such third parties and Company Group personnel who need to know such information in connection with their work for the Company Group), and not to use, except for the benefit of the Company Group or such third party, Third Party Information without the express prior written consent of an officer of the Company and otherwise treat Third Party Information as Confidential Information.

(d)Whistleblower; Defend Trade Secrets Act Disclosure.

(i)In addition, I understand that nothing in this Agreement shall be construed to prohibit me from (A) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency, (B) truthfully responding to or complying with a subpoena,

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court order, or other legal process, or (C) exercising any rights I may have under applicable labor laws to engage in concerted activity with other employees.

(ii)Under the U.S. Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b) (the “Act”), persons who disclose trade secrets in connection with lawsuits or other proceedings under seal (including lawsuits alleging retaliation), or in confidence to a federal, state or local government official, or attorney, solely for the purpose of reporting or investigating a suspected violation of law, enjoy immunity from civil and criminal liability under state and federal trade secrets laws for such disclosure. I acknowledge that I have hereby received adequate notice of this immunity, such that the Company is entitled to all remedies available for violations of the Act, including exemplary damages and attorney fees, where applicable. Nothing in this Agreement is intended to conflict with the Act or create liability for disclosures of trade secrets that are expressly allowed by the Act.

(iii)Notice. “An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.”

Section 27.Inventions.

(a)No Prior Developments. By signing below, I represent that there are no developments, inventions, concepts, know-how, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations that I can demonstrate were created or owned by me prior to the commencement of the Employment Period, which belong solely to me or belong to me jointly with another, that relate in any way to the business of any member of the Company Group.

(b)Assignment of Inventions. Without additional compensation, I agree to assign, and hereby do assign, to the Company, all rights, title and interest throughout the world in and to all Inventions (as defined below) which I may solely or jointly conceive, create, invent, develop, modify, compile or reduce to practice, at any time during any period during which I perform or performed services for a member of the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, whether or not during regular working hours, provided they either (i) relate or related at the time of conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result or resulted from or relate or related to any work performed for any member of the Company Group; or (iii) are or

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were developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Company IP Rights”). I understand that “Inventions” means inventions, concepts, know-how, developments, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations. I agree that I will promptly make full written disclosure to the Company of any Company IP Rights I participate in conceiving, creating, inventing, developing, modifying, compiling or reducing to practice during the Assignment Period. I further acknowledge that, to the greatest extent permitted by applicable law, all Company IP Rights made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” for which I am, in part, compensated by my salary, unless regulated otherwise by law. If any Company IP Rights cannot be assigned, I hereby grant to the Company an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell, offer for sale, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such Company IP Rights in any media now known or hereafter known. Outside the scope of my service, whether during or after the Employment Period, I agree not to (i) modify, adapt, alter, translate, or create derivative works from any such work of authorship or (ii) merge any such work of authorship with other Company IP Rights. To the extent rights related to paternity, integrity, disclosure and withdrawal (collectively, “Moral Rights”) which may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral Rights and consent to any action of the Company Group that would violate such Moral Rights in the absence of such consent.

(c)Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company IP Rights made by me (solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, and any other format. The records will be available to and remain the sole property of the Company Group at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company Group policy, which may, from time to time, be revised at the sole election of the Company Group for the purpose of furthering the business of the Company Group.

(d)Intellectual Property Rights. I hereby agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group in the Company IP Rights and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company shall deem reasonably necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Company IP Rights, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the

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expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Company IP Rights or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.

Section 28.Returning Company Group Documents.

I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information, Third Party Information and all other documents, materials, information, and property developed by me pursuant to and within the scope of my employment or otherwise belonging to the Company and, if so requested, will certify in writing that I have fully complied with the foregoing obligation. I agree further that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to the Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Company information and then permanently delete and expunge such Company information from those systems. I agree further that any property situated on the Company’s premises and owned by the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets, and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without notice.

Section 29.Disclosure of Agreement.

As long as it remains in effect, I will disclose the existence of this Agreement to any prospective employer prior to entering into an employment relationship with such person or entity. I also consent to the notification of my prospective employer of my rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise.

Section 30.Publicity.

I hereby consent to any and all uses and displays by each member of the Company Group of my name, voice, likeness, image, appearance and biographical information in or in connection with any printed, electronic or digital materials, including, without limitation, any pictures, audio or video recordings, digital images, websites, television programs, advertising, sales or marketing brochures, printed materials and computer media, throughout the world and at any time during or

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after the Employment Period for all legitimate business purposes of the Company Group (the “Permitted Use”). I hereby forever release the Company Group and each of their respective current or former directors, officers, employees, shareholders, representatives and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind arising under any legal or equitable theory whatsoever at any time during or after the Employment Period in connection with any Permitted Use.

Section 31.Restrictions on Interfering.

(a)Non-Competition. During the Restricted Period, I shall not, directly or indirectly, individually or on behalf of any Person, company, enterprise, or entity, or as a sole proprietor, partner, shareholder, member, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities or assist others in engaging in any Competitive Activities within the United States, or any other jurisdiction in which a member of the Company Group is engaged in business.

(b)Non-Interference. During the Restricted Period, I shall not, directly or indirectly for my own account or for the account of any Person, engage in Interfering Activities.

(c)Definitions. For purposes of this Agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, manufacturer or other business relation of a member of the Company Group, such as the Company, or any such relation that was a client, customer, licensee, supplier, manufacturer or other business relation of a member of the Company Group during the six (6) month period prior to the termination of the Employment Period.

(ii)“Competitive Activities” shall mean any business activity that is competitive with the then-current or demonstrably planned business activities of any member of the Company Group; provided, however, that Competitive Activities shall not include being a passive owner or investor of not more than two percent (2%) of the outstanding stock of any class of securities of any publicly-traded corporation engaged in any business.

(iii)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with a member of the Company Group; (B) hiring any individual who was employed by a member of the Company Group during the six (6) month period prior to the date of such hiring; (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with any member of the Company Group, or in any way interfering with the relationship between any such Business Relation and any member of the Company Group; or (d) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to do business with me or any Person with or in which I am affiliated, outside of the services I provide for a member of the Company Group.

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(iv)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v)“Restricted Period” shall mean the period commencing on the date hereof and ending on the twenty-four (24) month anniversary of the date of any termination of the Employment Period for any reason and by either party.

(d)Non-Disparagement. I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging or defamatory comments regarding any member of the Company Group or its or their respective current or former directors, officers, employees or shareholders in any respect or make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any termination of my employment from the Company. However, my obligations under this subsection (d) shall not apply to disclosures required by applicable law, regulation, or order of a court or governmental agency. Further, nothing in this Agreement prohibits me from speaking with law enforcement, the Equal Employment Opportunity Commission, any state or local division of human rights or fair employment agency, or my attorney.

Section 32.Reasonableness of Restrictions.

I acknowledge and recognize the highly competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the Company’s industry, and that I will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my employment with the Company. In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group. I acknowledge further that the restrictions and limitations set forth in this Agreement will not materially interfere with my ability to earn a living following the termination of the Employment Period and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the Company.

Section 33.Independence; Severability; Blue Pencil.

Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable. I understand and agree that the restrictive covenants contained in this Agreement are independent of any other provision in this Agreement

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and independent of the existence of any claim or cause of action I may have against any member of the Company Group. I further understand that an action unrelated to the restrictive covenant provisions is not a defense to the enforcement of this Agreement.

Section 34.Injunctive Relief.

I expressly acknowledge that, because my services are personal and unique and because I will have access to Confidential Information, any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group for which monetary damages would not be an adequate remedy. Therefore, I hereby agree that, in addition to any other right or remedy that may be available to the Company in law or in equity, any member of the Company Group shall be entitled to injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach or posting a bond and without liability should relief be denied, modified or vacated. Notwithstanding any other provision to the contrary, I acknowledge and agree that the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 6 hereof and during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.

Section 35.Cooperation.

I agree that, following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during the Employment Period in which I was involved or of which I have knowledge. As a condition of such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred by me with respect to my compliance with this Section. I also agree that, in the event that I am subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to my employment by the Company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure, except where otherwise required by law.

Section 36.General Provisions.

(a)Governing Law and Jurisdiction. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. FURTHER, I HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN

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BROWARD COUNTY, FLORIDA, AND WAIVE ANY RIGHT TO TRIAL BY JURY, IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR CONCERNING THIS AGREEMENT.

(b)Attorneys’ Fees. If any legal action is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party. These fees, which may be set by the court in the same action or in a separate action brought for that purpose, are in addition to any other relief to which the prevailing party may be entitled.

(c)Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(d)No Right of Continued Employment. I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or without cause, is specifically reserved.

(e)Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. I expressly acknowledge and agree that this Agreement may be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets or stock of the Company or of any business or division of the Company for which I provide services, whether by purchase, merger, or other similar corporate transaction.

(f)Survival. The provisions of this Agreement shall survive the termination of my employment with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.

* * *

[Signature to appear on the following page.]

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I, Jason Matuszewski, have executed this Restrictive Covenant Agreement on the date set forth below:

Date: July 22, 2022 /s/ Jason Matuszewski
(Signature)

Jason Matuszewski
(Type/Print Name)

[Signature Page to Jason Matuszewski Restrictive Covenant Agreement]

Exhibit B

RELEASE OF CLAIMS

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.

For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated July [___], 2022, with BioStem Technologies, Inc. (such company, the “Company” and such agreement, my “Employment Agreement”)), and other good and valuable consideration, I, Jason Matuszewski, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge the Company, and each of its respective direct and indirect parents, subsidiaries and affiliates, and their respective successors and assigns, together with their respective current and former officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”), from any and all claims whatsoever up to the date hereof that I had, may have had, or now have against the Group, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. The release of claims in this Release includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988 and the Equal Pay Act of 1963, the Older Workers Benefits Protection Act, Section 1981 of Title 42 of the United States Code, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Florida Private Whistle Blower's Act, Florida Statutes Section 448.101, et seq., the Florida Civil Rights Act, Florida States Section 760.01, et seq., the statutes and common law of the State of Florida, the laws and ordinances of any other nation, state, county or locality which may be applicable and as each may be amended from time to time, and all other federal, state, and local laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law.

I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

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Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 8 of my Employment Agreement or (ii) any claims that cannot be waived by law.

I expressly acknowledge and agree that I –

▪Am able to read the language, and understand the meaning and effect, of this Release;

▪Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;

▪Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had, and because of my execution of this Release;

▪Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits;

▪Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release;

▪Had or could have had [twenty-one (21)][forty-five (45)] calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period;

▪Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives;

▪Was advised to consult with my attorney regarding the terms and effect of this Release; and

▪Have signed this Release knowingly and voluntarily.

I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding anything to the contrary, nothing herein shall prevent or restrict me from (i) filing a charge or complaint with, participating in an investigation or

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proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency; (ii) truthfully responding to or complying with a subpoena, court order, or other legal process; or (iii) exercising any rights I may have under applicable labor laws to engage in concerted activity with other employees; provided however, that I hereby forgo any monetary benefit from the filing of a charge or complaint with a government agency except pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law.

I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group.

Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Executive Officer. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits.

The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

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Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement.

* * *

I, Jason Matuszewski, have executed this Release of Claims on the respective date set forth below:

___________________________
Jason Matuszewski

Date: [To Be Executed Following
Termination of Employment]

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Exhibit C

Option Award Agreement

(Attached)

BioStem Technologies, Inc.

Option Award Agreement

This grant of an Award to purchase Shares (“Grant”) is made as of July 22, 2022 (the “Effective Date”) by BioStem Technologies, Inc., a Florida corporation (the “Company”) under the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”), to Jason Matuszewski (the “Participant”). To the extent permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as an incentive option.

This Award (as defined in the Plan) is being granted to Participant pursuant to the Executive Employment Agreement, by and between the Company and the Participant, dated as of the Effective Date (the “Employment Agreement”) and is subject to the terms and conditions therein.

By signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein and in this Plan.

Participant Name: Jason Matuszewski

Signature: /s/ Jason Matuszewski

BioStem Technologies, Inc.

By: /s/ Andrew Van Vurst

Name: Andrew Van Vurst

Title: COO

This is not a stock certificate or a negotiable instrument. This grant of Option is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE OPTIONS GRANTED TO YOU.

***

B-2

1.Grant. As of the Effective Date, the Company grants to the Participant an option (the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of 2,250,000 shares of the Company’s Common Stock, par value $0.001 per share, (the “Option Shares”), at a purchase price of $2.00 per share (the “Option Price”).

For purposes herein, “Market Capitalization” shall mean the product of (i) the number of shares of Common Stock then issued and outstanding and listed for trading on the OTC Markets or any other national securities exchange which is the primary trading market for the Common Stock (the “Trading Market”) as of the applicable date of determination, multiplied by (ii) closing price per share of Common Stock on the Trading Market as of the applicable date of determination, as reasonably determined by the Board.

For purposed herein, “Sustained Market Capitalization” shall mean the average Market Capitalization for the 90 Trading Day (as defined period) immediately prior to the date of such determination. For purposes herein, “Trading Day” means any day that the Common Stock is available for trading on the Trading Market.

The Participant shall have the cumulative right to exercise the Option, and the Option is only exercisable, with respect to the following number of Option Shares on or after the following dates:

Date	Number of Options Vested and Shares Which May be Acquired
On the date that the Sustained Market Capitalization first equals or exceeds $29,268,520.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $58,537,040.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $117,074,080.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $175,611,120.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $234,148,160.00	450,000

B-3

The Administrator may, in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.

2.Term. The Option granted hereunder shall expire in all events at 5:00 p.m., Eastern time on the last day before the tenth anniversary of the Effective Date, unless sooner terminated as provided in this Section 2. Notwithstanding anything to the contrary in the Plan or herein, any unvested portion of the Option shall be subject to earlier vesting and forfeiture as set forth in the Employment Agreement.

3.Change in Accounting Treatment. If the Administrator finds that a change in the financial accounting treatment for options granted under this Plan adversely affects the Company or, in the determination of the Administrator, may adversely affect the Company in the foreseeable future, the Administrator may, in its discretion, set an accelerated termination date for the Option. In such event, the Administrator may take whatever other action, including acceleration of any exercise provisions, it deems necessary.

4.Blackout Periods. The Administrator reserves the right to suspend or limit the Participant’s rights to exercise and sell Shares acquired through the exercise of Options to comply with Applicable Requirements and any Company’s insider trading policy, any Applicable Law, or at any other times that it deems appropriate.

5.Transfers. Except as otherwise provided herein or in any separate provisions applicable to this Option, the Option is transferable by the Participant only by will or pursuant to the laws of descent and distribution in the event of the Participant’s death, in which event the Option may be exercised by the heirs or legal representatives of the Participant as set forth in the Plan. Any attempt at assignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a Person other than the Participant shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

6.Adjustments on Changes in Common Stock. In the event that, prior to the delivery by the Company of all of the Option Shares in respect of which the Option is granted, there shall be an increase or decrease in the number of issued shares of Common Stock of the Company as a result of a subdivision or consolidation of Shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such Shares, effected without receipt of consideration by the Company, the remaining number of Option Shares still subject to the Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent of the remaining number of Option Shares still subject to the Option and the Option Price thereof prior to such change. For purposes of this Section 7 no adjustment shall be made as a result of the issuance of Common Stock upon the conversion of other securities of the Company which are convertible into Shares.

7.Legal Requirements. If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates

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representing the Option Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on the Option Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered.

8.Administration. The Option has been granted pursuant to, and is subject to the terms and provisions of, the Plan. All questions of interpretation and application of the Plan and the Option shall be determined by the Administrator, and such determination shall be final, binding and conclusive. The Option shall not be treated as an incentive stock option (as such term is defined in section 422(b) of the Code) for federal income tax purposes unless expressly indicated as same hereupon.

9.Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

10.Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11.Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

12.Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH LOCATED IN BROWARD COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

13.Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Options and exercise thereof.

B-5

***

B-6

EX-10.4

Exhibit 10.4

Amendment No. 1 to Executive Employment Agreement

This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 24th day of October, 2022 (the “Amendment Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Jason Matuszewski (“Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties are the parties to that certain Executive Employment Agreement, dated as of July 22, 2022 (the “Employment Agreement”) and now desire to amend the Employment Agreement as set forth herein, and the Employment Agreement may be amended in writing pursuant to Section 18 thereof;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:

1.Defined terms used herein without definition shall have the meanings given in the Employment Agreement.

2.Pursuant to the provisions of Section 18 of the Employment Agreement, the Employment Agreement is hereby amended as follows:

(a)The Option Award as referenced in Section 16(a) of the Employment Agreement is hereby terminated and rescinded, and the Option Award Agreement as referenced in Section 16(a) of the Employment Agreement and as attached to the Employment Agreement is hereby terminated and shall hereafter be null and void and of no force or effect and shall no longer be deemed a part of the Employment Agreement.

(b)On the Amendment Date, the Company hereby issues to Executive an option award to acquire 2,250,000 shares of Common Stock at an exercise price of $2.00 per share (the “Option Award”), pursuant to the Option Agreement as attached hereto as Exhibit A (the “Option Agreement”), which shall be subject to vesting and forfeiture as set forth in the Employment Agreement and the Option Agreement. The Option Award shall be an “Equity Grant” for purposes of the Employment Agreement and shall be subject to the terms and conditions therein.

3.Other than as amended herein, the Employment Agreement shall remain in full force and effect subject to its terms. Following the Amendment Date, any reference in the Employment Agreement to the “Agreement”) shall be deemed a reference to the Employment Agreement as amended by this Amendment.

4.This Amendment shall be governed by and construed under the laws of the State of Florida applicable to agreements made and to be performed in that State, without regard to conflicts of laws rules.

5.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same

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instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

[Signatures to appear on the following page(s).]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Date.

BioStem Technologies, Inc.

/s/ Andrew Van Vurst_______________
By: Andrew Van Vurst
Title: Chief Operating Officer

EXECUTIVE

/s/ Jason Matuszewski_____________
Jason Matuszewski

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Exhibit A

Option Agreement

(Attached)

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 24th day of October, 2022 (the “Amendment Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Michael Fortunato (“Executive”).

W I T N E S S E T H :

WHEREAS, the Company and the Executive are the parties to that certain Executive Employment Agreement, dated as of August 16, 2021 (the “Original Agreement”), and now desire to amend and restate the Original Agreement to provide as set forth herein, and pursuant to Section 16 of the Original Agreement, the Original Agreement may be so amended by the Parties in writing, subject to the approval of the Board of Directors of the Company; and

WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

The Original Agreement is hereby amended and restated in its entirety to provide as set forth in this Agreement, and shall provide as follows:

Section 1.Definitions.

(a)“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein.

(b)“Agreement” shall have the meaning set forth in the preamble hereto.

(c)“Base Salary” shall mean the salary provided for in Section 4 hereof or any increased salary granted to Executive pursuant to Section 4 hereof.

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder, (ii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed

(or attempted) by Executive or at Executive’s direction, (v) Executive’s conviction of or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, a material adverse impact on the performance of Executive’s duties to the Company or any other member of the Company Group or otherwise result in material injury to the reputation or business of the Company or any other member of the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, that results, or could be reasonably expected to result, in material injury to the reputation or business of the Company or any other member of the Company Group, or (vii) Executive’s material breach of this Agreement or breach or threatened breach of the Restrictive Covenant Agreement. If, within thirty (30) days subsequent to Executive’s termination for any reason other than by the Company for Cause, the Company determines that Executive’s employment could have been terminated for Cause pursuant to clause (iii) or (iv) of the definition of “Cause” above, Executive’s employment will be deemed to have been terminated for Cause for all purposes, and Executive will be required to repay or return to the Company all amounts and benefits received from the Company pursuant to this Agreement or otherwise on account of such termination that would not have been payable or provided to Executive had such termination been by the Company for Cause.

(f)“COBRA” shall mean Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code, and the rules and regulations promulgated under either of them.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(h)“Company” shall have the meaning set forth in the preamble hereto.

(i)“Company Group” shall mean the Company together with any direct or indirect subsidiaries of the Company, parents of the Company or any Affiliates (as defined in the Plan, as defined below) of the Company.

(j)“Compensation Committee” shall mean the Board or the committee of the Board designated to make compensation decisions relating to executive officers of members of the Company Group.

(k)“Delay Period” shall have the meaning set forth in Section 13(a) hereof.

(l)“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents the performance of substantially all of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company. The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

(m)“Executive” shall have the meaning set forth in the preamble hereto.

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(n)“Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties, or responsibilities as set forth in Section 3 hereof, (ii) a material reduction in Base Salary set forth in Section 4 hereof (other than pursuant to an across-the-board reduction applicable to all similarly situated executives), (iii) the relocation of Executive’s principal place of employment (as provided in Section 3(c) hereof) more than sixty (60) miles from its current location, or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii), or (iii) above). Notwithstanding the foregoing, during the Term, in the event that the Board reasonably believes that Executive has engaged in conduct that constitutes Cause hereunder, the Board may, in its sole and absolute discretion and if it determines that suspension of the Executive pending further investigation is necessary to protect the Company, suspend Executive from performing Executive’s duties hereunder for a period of up to thirty (30) days, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

(o)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(p)“Release of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit B (as the same may be revised from time to time by the Company upon the advice of counsel).

(q)“Restrictive Covenant Agreement” shall mean the Restrictive Covenant Agreement attached the Original Agreement as Exhibit A.

(r)“Severance Benefits” shall have the meaning set forth in Section 8(g) hereof.

(s)“Severance Term” shall mean (i) in the event that this Agreement is terminated during the first two year period following the Amendment Date, a period of six (6) months; or (ii) in the event that this Agreement is terminated during any period following the end of the first two year period following the Amendment Date, a period equal to six (6) months plus one (1) additional month for each full year that this Agreement and the Term remain in effect following the end of the first two year period following the Amendment Date.

(t)“Term” shall mean the period specified in Section 2 hereof.

Section 2.Acceptance and Term.

The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The Parties acknowledge and agree that the term commenced on the August 16, 2021 (the “Effective Date”) pursuant to the Original Agreement, and continued to August 16, 2022 pursuant to the terms of the Original Agreement (the “Initial Term”) and was thereafter renewed on August 16, 2022 for an additional one year term (the “Initial Extension Term”) in accordance with the terms of the Original Agreement. As of the Amendment Date, the Initial Extension Term shall remain in effect, and, unless terminated as provided in Section 8 hereof, shall continue until the close of business on August 16, 2023. Upon

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expiration of the Initial Extension Term, this Agreement shall automatically be extended for successive one-year periods (each, an “Extension Term” and, collectively with the Initial Term and the Initial Extension Term, the “Term”) unless either party gives written notice of non-extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.

Section 3.Position, Duties, and Responsibilities; Place of Performance.

(a)Position, Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the Chief Financial Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title as determined by the Board in its discretion.

(b)Performance. Except with the consent of the Board, Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s duties under this Agreement and shall not, during the Term, engage in any other business or occupation, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the personal investments and affairs of Executive and members of Executive’s family; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.

(c)Principal Place of Employment. Executive’s principal place of employment shall be at the Company’s headquarters, currently located in Pompano Beach, Florida, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons.

Section 4.Base Salary and Bonus; Change of Control.

(a)Effective as of the Amendment Date, during the Term, Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $200,000, with increases, if any, as may be approved in writing by the Compensation Committee. During the Term and commencing in January 2023, Executive shall be paid bonuses in such amounts and on such terms as to be determined by the Compensation Committee at such time and from time to time.

(b)In the event that, during the Term, there occurs any Change of Control (as defined below) and thereafter (i) this Agreement and the Term are terminated by the Company without Cause (as defined below); or (ii) this Agreement and the Term are terminated by the Executive with Good Reason (as defined below) or (iii) there is a material diminution by the Company of compensation and benefits (taken as a whole) provided to the Executive immediately prior to a

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Change of Control, then at the time of even in clause (i), (ii) or (iii) above, the Company shall pay to Executive as a lump-sum payment and amount equal to one year of the Base Salary payable to Executive at such time.

(c)For purposes herein “Change of Control” shall be deemed to have occurred if, after the Amendment Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

Section 5.Employee Benefits.

During the Term, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company, provided that, during the Term, the Company agrees to pay 100% of the Executive’s health, dental and vision insurance coverage and 0% of the premiums for any of Executive’s family members. Executive shall also be entitled to receive 3 weeks of paid time off, and the same number of holidays and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated executives of the Company in accordance with the Company policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice where permitted by law, and the right to do so is expressly reserved. Executive shall be eligible for a 4% Company match on all 401K contributions up to the legal contribution limits.

Section 6.Key-Man Insurance.

At any time during the Term, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the

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insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

Section 7.Reimbursement of Business Expenses.

During the Term, the Company shall pay (or promptly reimburse Executive) for documented, out-of-pocket expenses reasonably incurred by Executive in the course of performing Executive’s duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.

Section 8.Termination of Employment.

(a)General. The Term shall terminate earlier than as provided in Section 2 hereof upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any other member of the Company Group and hereby agrees to execute any documents that the Company (or any member of the Company Group) determines necessary to effectuate such resignations. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 8 as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from service.”

(b)Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, with such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, any unvested portion of any Option Award (as defined below) or any other equity granted to Executive hereunder or under any other agreements with the Company (collectively, the “Equity Grants”) shall immediately be forfeited as of the termination date without any further action of the Parties, and Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled only to the Accrued Obligations.

Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(c)Termination by the Company with Cause.

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(i)The Company may terminate Executive’s employment at any time with Cause, effective upon Executive’s receipt of written notice of such termination; provided, however, that with respect to any Cause termination relying on clause (ii) or (vi) of the definition of Cause set forth in Section 1(e) hereof, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less than twenty (20) days’ written notice by the Board of the Company’s intention to terminate him with Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the expiration of such twenty (20) day notice period unless Executive has fully cured such act or acts or failure or failures to act that give rise to Cause during such period.

(ii)In the event that the Company terminates Executive’s employment with Cause, any unvested portion of the Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties, and Executive shall be entitled only to the Accrued Obligations. Following such termination of Executive’s employment with Cause, except as set forth in this Section 8(c)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)Termination by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), any Equity Grants made to Executive shall, to the extent not already vested, be deemed automatically vested, and Executive shall be entitled to:

(i)The Accrued Obligations;

(ii)Continued payment of Base Salary during the applicable Severance Term, calculated in accordance with the provisions of the definition thereof, payable in accordance with the Company’s regular payroll practices; and

(iii)To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date during the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost. For purposes hereof, the “applicable percentage” shall be the percentage of Executive’s health care premium costs covered by the Company as of the date of termination. Amounts paid by the Company directly to or on behalf of Executive pursuant to this clause (iii) shall be imputed to the Executive as additional taxable income to the extent required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide such medical and dental benefits to Executive.

Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive

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with respect thereto, in the event that Executive breaches any provision of the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy for any claim of wrongful termination upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

(e)Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing the Company twenty (20) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such twenty (20) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy for any claim of wrongful termination upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

(f)Termination by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive under this Section 8(f), any unvested portion of the Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties, and Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s employment by Executive without Good Reason, except as set forth in this Section 8(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(g)Release. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations, which are unaffected by this paragraph) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following

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the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Section 9.Restrictive Covenant Agreement.

As a condition of, and prior to commencement of, Executive’s employment with the Company, Executive has executed and delivered to the Company the Restrictive Covenant Agreement on the Effective Date, which Restrictive Covenant Agreement remains in full force and effect as of the Amendment Date. The parties hereto acknowledge and agree that this Agreement and the Restrictive Covenant Agreement shall be considered separate contracts, and the Restrictive Covenant Agreement will survive the termination of this Agreement for any reason. Executive acknowledges and agrees that any claim Executive may have under this Agreement or on any other grounds shall not have any effect on, or serve as a defense to enforcement of, Executive’s obligations under the Restrictive Covenant Agreement.

Section 10.Representations and Warranties of Executive.

Executive represents and warrants to the Company that—

(a)Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound;

(b)Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and

(c)in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

Section 11.Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any

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tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Code to such payments.

Section 12.Set Off; Mitigation.

The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not be required to mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 8(d)(iii) hereof, the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise.

Section 13.Additional Section 409A Provisions.

Notwithstanding any provision in this Agreement to the contrary—

(a)Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b)Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

(c)To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided,that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d)While the payments and benefits provided hereunder are intended to be structured

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in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 14.Equity Grants

(a)Stock Grant. On date that the Company consummates a public offering of the Company’s common stock, par value $0.001 per share (the “Common Stock”) on a registration statement on Form S-1 pursuant to the Securities Act which results in the Common Stock being listed for trading on either the New York Stock Exchange or the Nasdaq Stock Market (the “IPO”) then, upon consummation of the IPO, and pursuant to the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”), the Company shall grant to Executive a number of shares of Common Stock equal to (i) $75,000, divided by (ii) the offering price per share of Common Stock in the IPO, which shares of Common Stock shall be fully vested as of such time (the “Stock Award”).

(b)Option Awards.

(i)The Parties acknowledge and agree that, on the Effective Date, pursuant to the Plan, the Company granted to Executive an Option (as defined in the Plan) to acquire up to 200,000 shares of the Company’s Common Stock (as defined in the Plan), pursuant to the Option Award Agreement in the form as attached to the Original Agreement (“Option Award Agreement 1”), which Option (“Option 1”) is subject to vesting and forfeiture as set forth in the Plan, as such provisions may be modified as set forth herein and in the Option Award Agreement (the “Option Award 1”). Option 1, the Option Award 1 and the Option Award Agreement 1 shall remain effective, issued and outstanding and shall continue in accordance with their terms following the execution of this Agreement.

(ii)On January 1, 2023, provided that this Agreement and the Term remain in effect at such time, the Company shall grant to Executive an Option to acquire up to 100,000 shares of the Company’s Common Stock at an exercise price equal to the fair market value of the Common Stock as of such date as determined by the Compensation Committee, which grant shall not be made pursuant to the Plan and shall be pursuant to the Option Award Agreement in the form as attached hereto as Exhibit A (“Option Award Agreement 2” and, together with Option Award Agreement 1, the “Option Award Agreements”), which Option (“Option 2” and, together with Option 1, the “Options”) shall be subject to vesting and forfeiture as set forth herein and in Option Award Agreement 2 (the “Option Award 2” and, together with the Option Award 1, the “Option Awards”).

(c)Representations and Warranties. The Stock Award, if made, the Option Awards, and any shares of Common Stock or other securities of the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and warrants to the Company as set forth in this Section 14(c) with respect to the Securities and Executive’s receipt thereof, as of the Effective Date and as of the date of any issuance or granting of any Securities.

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(i)Executive hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

(ii)Executive understands that the Securities are being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

(iii)Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together with Executive’s advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear the risks of an investment in the Securities and understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s advisors have had a reasonable opportunity to ask

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questions of and receive answers from the Company concerning the Securities. Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

(iv)Executive also acknowledges and agrees that an investment in the Securities is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under the federal and state securities laws and for other purposes.

(v)Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

(vi)Executive understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR

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OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Section 15.Successors and Assigns; No Third-Party Beneficiaries.

(a)The Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company Group, or its or their respective successors) without Executive’s prior written consent; provided, however, that in the event of a sale of all or substantially all of the assets of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed that in such circumstances, Executive’s consent will not be required in connection therewith.

(b)Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

(c)No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(b) or Section 15(b) hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 16.Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the Parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 17.Severability.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 18.Governing Law and Jurisdiction; Attorneys’ Fees.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF

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FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IF ANY LEGAL ACTION IS BROUGHT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS’ FEES FROM THE OTHER PARTY. THESE FEES, WHICH MAY BE SET BY THE COURT IN THE SAME ACTION OR IN A SEPARATE ACTION BROUGHT FOR THAT PURPOSE, ARE IN ADDITION TO ANY OTHER RELIEF TO WHICH THE PREVAILING PARTY MAY BE ENTITLED.

Section 19.Notices.

(a)Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated, all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.

(b)Date of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

Section 20.Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 21.Entire Agreement.

This Agreement and the exhibits attached hereto and to the Original Agreement and any other agreements related to any Equity Grants, constitute the entire understanding and agreement of the parties hereto regarding the employment of Executive and supersede all prior negotiations,

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discussions, correspondence, communications, understandings, and agreements between the Parties relating to the subject matter of this Agreement and such other exhibits and agreements.

Section 22.Survival of Operative Sections.

Upon any termination of Executive’s employment, the provisions of Section 8 through Section 23 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 23.Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

* * *

[Signatures to appear on the following page(s).]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Amendment Date.

BioStem Technologies, Inc.

_/s/Jason Matuszewski____________________
By: Jason Matuszewski
Title: Chief Executive Officer

EXECUTIVE

/s/ Michael Fortunato_____________________
Michael Fortunato

[Signature Page to Michael Fortunato Amended and Restated Employment Agreement]

Exhibit A

Option Award Agreement 2

(Attached)

Exhibit B – Release of Claims

RELEASE OF CLAIMS

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.

For and in consideration of the Severance Benefits (as defined in my Executive Employment Agreement, dated August 16, 2021, as amended and restated by the Amended and Restated Executive Employment Agreement, dated as of October 17, 2022 (and as the same may be amended following October 17, 2022, “Employment Agreement”) with BioStem Technologies, Inc. (the “Company”), and other good and valuable consideration, I, Michael Fortunato, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge the Company, and each of its respective direct and indirect parents, subsidiaries and affiliates, and their respective successors and assigns, together with their respective current and former officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”), from any and all claims whatsoever up to the date hereof that I had, may have had, or now have against the Group, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. The release of claims in this Release includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988 and the Equal Pay Act of 1963, the Older Workers Benefits Protection Act, Section 1981 of Title 42 of the United States Code, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Florida Private Whistle Blower's Act, Florida Statutes Section 448.101, et seq., the Florida Civil Rights Act, Florida States Section 760.01, et seq., the statutes and common law of the State of Florida, the laws and ordinances of any other nation, state, county or locality which may be applicable and as each may be amended from time to time, and all other federal, state, and local laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law.

I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 8 of my Employment Agreement or (ii) any claims that cannot be waived by law.

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I expressly acknowledge and agree that I –

▪Am able to read the language, and understand the meaning and effect, of this Release;

▪Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;

▪Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had, and because of my execution of this Release;

▪Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits;

▪Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release;

▪Had or could have had [twenty-one (21)][forty-five (45)] calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period;

▪Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives;

▪Was advised to consult with my attorney regarding the terms and effect of this Release; and

▪Have signed this Release knowingly and voluntarily.

I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding anything to the contrary, nothing herein shall prevent or restrict me from (i) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency; (ii) truthfully responding to or complying with a subpoena, court order, or other legal process; or (iii) exercising any rights I may have under applicable labor laws to engage in concerted activity with other employees; provided however, that I hereby forgo any monetary benefit from the filing of a charge or complaint with a government agency except

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pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law.

I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group.

Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Executive Officer. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits.

The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement.

* * *

I, Michael Fortunato, have executed this Release of Claims on the respective date set forth below:

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____________________________
Michael Fortunato

Date: [To Be Executed Following
Termination of Employment]

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EX-10.6

Exhibit 10.6

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of July 2022 (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Andrew Van Vurst (“Executive”). Effective as of the Effective Date, any prior employment agreement between the Company and the Executive is hereby deemed amended and restated in its entirety, without any termination or expiration thereunder, to provide as set forth in this Agreement.

W I T N E S S E T H :

WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1.Definitions.

(a)“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein.

(b)“Agreement” shall have the meaning set forth in the preamble hereto.

(c)“Base Salary” shall mean the salary provided for in Section 4 hereof or any increased salary granted to Executive pursuant to Section 4 hereof.

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder, (ii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Executive or at Executive’s direction, (v) Executive’s conviction of or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, a material adverse impact on the performance of Executive’s duties to the Company or any other member of the Company Group or otherwise

result in material injury to the reputation or business of the Company or any other member of the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, that results, or could be reasonably expected to result, in material injury to the reputation or business of the Company or any other member of the Company Group, or (vii) Executive’s material breach of this Agreement or breach or threatened breach of the Restrictive Covenant Agreement. If, within thirty (30) days subsequent to Executive’s termination for any reason other than by the Company for Cause, the Company determines that Executive’s employment could have been terminated for Cause pursuant to clause (iii) or (iv) of the definition of “Cause” above, Executive’s employment will be deemed to have been terminated for Cause for all purposes, and Executive will be required to repay or return to the Company all amounts and benefits received from the Company pursuant to this Agreement or otherwise on account of such termination that would not have been payable or provided to Executive had such termination been by the Company for Cause.

(f)“COBRA” shall mean Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code, and the rules and regulations promulgated under either of them.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(h)“Company” shall have the meaning set forth in the preamble hereto.

(i)“Company Group” shall mean the Company together with any direct or indirect subsidiaries of the Company, parents of the Company or any Affiliates (as defined in the Plan, as defined below) of the Company.

(j)“Compensation Committee” shall mean the Board or the committee of the Board designated to make compensation decisions relating to executive officers of members of the Company Group.

(k)“Delay Period” shall have the meaning set forth in Section 15(a) hereof.

(l)“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents the performance of substantially all of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company. The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

(m)“Executive” shall have the meaning set forth in the preamble hereto.

(n)“Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties, or responsibilities as set forth in Section 3 hereof, (ii) a material reduction in Base Salary set forth in Section 4 hereof (other than pursuant to an across-the-board reduction applicable to all similarly situated executives), (iii) the relocation of

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Executive’s principal place of employment (as provided in Section 3(c) hereof) more than sixty (60) miles from its current location, or (iv) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii), or (iii) above). Notwithstanding the foregoing, during the Term, in the event that the Board reasonably believes that Executive has engaged in conduct that constitutes Cause hereunder, the Board may, in its sole and absolute discretion and if it determines that suspension of the Executive pending further investigation is necessary to protect the Company, suspend Executive from performing Executive’s duties hereunder for a period of up to thirty (30) days, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

(o)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(p)“Release of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit B (as the same may be revised from time to time by the Company upon the advice of counsel).

(q)“Restrictive Covenant Agreement” shall mean the Restrictive Covenant Agreement attached hereto as Exhibit A.

(r)“Severance Benefits” shall have the meaning set forth in Section 10 hereof.

(s)“Severance Term” shall mean the one (1) month period following Executive’s termination by the Company without Cause (other than by reason of death or Disability) or by Executive for Good Reason.

(t)“Term” shall mean the period specified in Section 2 hereof.

Section 2.Acceptance and Term.

The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The Term shall commence on the date hereof and, unless terminated as provided in Section 8 hereof, shall continue until the close of business on the one year (1) year anniversary of the date hereof (the “Initial Term”). The term of this Agreement shall automatically be extended for successive one-year periods (“Extension Terms” and, collectively with the Initial Term, the “Term”) unless either party gives written notice of non-extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.

Section 3.Position, Duties, and Responsibilities; Place of Performance.

(a)Position, Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the Chief Operating Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to

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time) and shall have such duties and responsibilities commensurate with such title as determined by the Board in its discretion.

(b)Performance. Except with the consent of the Board, Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s duties under this Agreement and shall not, during the Term, engage in any other business or occupation, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the personal investments and affairs of Executive and members of Executive’s family; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.

(c)Principal Place of Employment. Executive’s principal place of employment shall be at the Company’s headquarters, currently located in Pompano Beach, Florida, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons.

Section 4.Base Salary and Bonus.

(a)Base Salary. Commencing on July 15, 2022, Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of not less than $275,000 with increases, if any, as may be approved in writing by the Compensation Committee.

(b)Bonus. The Executive shall be eligible for an annual target bonus payment equal, as a percentage of the Base Salary, to that received by all other C-Suite executives. The bonus shall be determined based on the achievement of certain performance objectives of the Company as established by the Compensation Committee and communicated to the Executive in writing as soon as practicable after commencement of the year in respect of which the bonus is paid. The actual bonus may be greater or less than the target bonus, based on the level of achievement of the applicable performance objectives.

Section 5.Employee Benefits.

(a)During the Term, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company. In addition to the other benefits set forth herein, Executive shall also be entitled to any other benefits, in each case as are generally allowed to similarly situated executives of the Company in accordance with the Company policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice where permitted by law, and the right to do so is expressly reserved.

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(b)Vacation. The Executive shall be entitled to vacation, holiday and sick leave at levels no less than commensurate with those provided to any other executive vice president of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.

(c)Retirement and Welfare Benefits. The Executive shall be entitled to participate in the Company’s health, life insurance, long and short-term disability, dental, retirement, and medical programs, if any, pursuant to their respective terms and conditions, on a basis no less than commensurate with those provided to any other executive vice president of the Company. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date, provided that any such amendment or termination shall be effective as to the Executive only if it is equally applicable to every other senior executive officer of the Company.

Section 6.Key-Man Insurance.

At any time during the Term, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

Section 7.Reimbursement of Business Expenses.

During the Term, the Company shall pay (or promptly reimburse Executive) for documented, out-of-pocket expenses reasonably incurred by Executive in the course of performing Executive’s duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.

Section 8.Termination of Employment.

(a)Termination by the Company.

(i)For Cause. The Company may terminate the Executive’s employment hereunder at any time for Cause (as defined and in accordance with the procedures outlined below), in which case the Company’s sole liability to the Executive shall be payment of the Accrued Obligations, each of which shall be paid within 10 days following the date of the Executive’s termination.

(ii)Without Cause. The Company may also terminate the Executive’s employment without Cause at any time upon not less than ten (10) days’ prior written notice to the Executive; provided, however, that in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. Upon the Executive’s termination in accordance with the preceding sentence, the Company shall pay to the Executive a single lump sum in cash, within 10 days following the date of the Executive’s termination, unless another date is mutually agreed upon

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by the parties, equal to the aggregate amount of (i) unpaid Base Salary, accrued but unpaid Bonus and benefits (then owed, or accrued and owed in the future) through the date of termination, (ii) 3 times the Base Salary in effect immediately prior to such termination if such termination occurs prior to the third anniversary of the Effective Date and 2 times such Base Salary if such termination occurs on or following the third anniversary of the Effective Date, and (iii) all unreimbursed expenses incurred by the Executive. In addition, (x) at the time of such termination, the Executive shall be fully vested in all outstanding long-term incentive awards (whether based in equity or cash, and specifically including, but not limited to, stock options and restricted stock) then held by the Executive (collectively, the “Equity Grants”), (y) if such termination occurs on or following the third anniversary of the Effective Date then, no later than the date on which annual bonuses are generally paid to the Company’s executives in respect of the year of such termination, the Executive shall receive a payment equal to the lesser of (I) the target Bonus for the year of termination or (II) the Bonus to which the Executive would have been entitled for the year of termination had the Executive remained employed throughout such year, based on the achievement of the Executive’s Bonus objectives for such year; provided that if any portion of such Bonus is based on subjective determinations, then for purposes of this subclause (II) the amount of the Bonus shall be determined based on the percentage of the applicable objective performance criteria attained multiplied by the entire target Bonus, and (z) all health, life insurance, long-term disability, dental, and medical programs specified in Section 5(c), shall continue for 24 months following such termination (the “Severance Term”); provided, however, that the Company shall in no event be required to provide any coverage after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other similar arrangements). At the conclusion of the Severance Term, the Executive shall be entitled to receive all accrued benefits then owed and any benefits pursuant to the Company’s plans or programs which are accrued and owed in the future. Notwithstanding the foregoing, if a termination described in this Section 8(a)(ii) occurs (A) within the 18-month period commencing on the date of a Change of Control (as defined below), or (B) prior to a Change of Control and such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, the Executive shall receive in all cases the payments and benefits described in this Section 8(a)(ii) as if such termination had occurred prior to the third anniversary of the Effective Date.

(iii)“Cause” Defined. As used in this Agreement, termination for “Cause” shall mean a termination based upon:

(A)a material violation of any material written rule or policy of the Company (A) for which violation any employee may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee, and (B) which the Executive fails to correct within 10 days after the Executive receives written notice from the Board of such violation;

(B)misconduct by the Executive to the material and demonstrable detriment of the Company;

(C)the Executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

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(D)the Executive’s continued and ongoing gross negligence in the performance of Executive’s duties and responsibilities to the Company as described in this Agreement; or

(E)the Executive’s material failure to perform Executive’s duties and responsibilities to the Company as described in this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such failure subsequent to the Executive being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company), in either case after written notice from the Board to the Executive of the specific nature of such material failure and the Executive’s failure to cure such material failure within ten (10) days following receipt of such notice.

(iv)Cause shall not exist unless and until the Company has delivered to the Executive, along with the notice of Termination for Cause, a copy of a resolution duly adopted by the Board (excluding the Executive if the Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in Section 8(a)(iii)(A), Section 8(a)(iii)(B), Section 8(a)(iii)(C) or Section 8(a)(iii)(D) has occurred and specifying the particulars thereof in detail.

(b)Termination by the Executive.

(i)The Executive may resign from Executive’s employment hereunder in the event of “Good Reason” after ten (10) days’ written notice from the Executive to the Board describing in detail the “Good Reason,” if not cured within such 10-day period; provided, however, that such notice shall be given no later than ninety (90) days after the time that the Executive has actual knowledge of the event or condition purportedly giving rise to Good Reason. In the event of any such resignation, the Company’s obligations to the Executive shall be the same as set forth in Section 8(a)(ii), and if (A) such resignation occurs within the 18-month period commencing on the date of a Change of Control or (B) prior to a Change of Control the event constituting Good Reason for such termination was at the request of a third party who had memorialized an intention or taken steps reasonably calculated to effect a Change of Control or was otherwise in anticipation of a Change of Control, then the last sentence of Section 8(a)(ii) shall apply.

(ii)The Executive may resign Executive’s employment hereunder other than for Good Reason at any time by giving no less than ten (10) days’ written notice to the Board. In the event of any such resignation, the Company’s sole obligation to the Executive shall be for the Accrued Obligations (then owed or accrued and owed in the future, but in all events and without increasing the Executive’s rights under any other provision hereof, excluding any Bonus payments not yet paid) through the effective date of the Executive’s resignation specified in the Executive’s notice.

(iii)For the purposes of this Agreement, “Good Reason” means resignation by the Executive based upon the occurrence without the Executive’s express written consent of any of the following:

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(A)a significant diminution by the Company of the Executive’s role with the Company or a significant detrimental change in the nature and/or scope of the Executive’s status with the Company (including a diminution in title);

(B)a reduction in Base Salary or target or maximum Bonus, other than as part of an across the board reduction in salaries of management personnel (including all vice presidents and positions above) of less than 20%;

(C)at any time following a Change of Control (as defined below), a material diminution by the Company of compensation and benefits (taken as a whole) provided to the Executive immediately prior to a Change of Control;

(D)the relocation of the Executive’s principal executive office to a location more than 50 miles further from the Executive’s principal residence than the Executive’s principal executive office immediately prior to such relocation, or any requirement that the Executive be based anywhere other than the Executive’s principal executive office; or

(E)any other material breach by the Company of any of the terms and conditions of this Agreement.

(iv)Notwithstanding the above, a resignation by the Executive for any reason during the 10-day period commencing six months after a Change of Control, upon giving at least ten (10) days’ advance written notice to the Board, shall be considered to be a resignation for Good Reason.

(c)Termination by Death or Disability. In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for the Accrued Obligations and a pro-rata Bonus for the year of termination based on the Executive’s target Bonus for such year and the portion of such year in which the Executive was employed, each of which shall be paid within 10 days following the date of the Executive’s termination.

Section 9.Change of Control.

(a)A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately

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prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

(b)Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment or benefit provided to the Executive under this Agreement or otherwise, whether or not in connection with a Change of Control (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such that the Payment would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and any federal, state and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and any interest and penalties in respect of such Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence (or, if greater, the state and locality in which Executive is required to file a nonresident income tax return with respect to the Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

(c)All determinations made pursuant to the foregoing paragraph shall be made by the Company which shall provide its determination and any supporting calculations (the “Determination”) to the Executive within thirty days of the date of the Executive’s termination or any other date selected by the Executive or the Company. Within ten calendar days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence of any Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payments in accordance with the Determination. If there is no dispute, the Determination by the Company shall be final, binding and conclusive upon the Executive, subject to the application of Section 9(d). Within ten days after the Company’s determination, the Company shall pay to the Executive the Gross-Up Payment, if any. If the Company determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on Executive’s federal, state, local income or other tax return. The Company agrees to indemnify and hold harmless the Company of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 9(c), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Company.

(d)As a result of the uncertainty in the application of sections 4999 and 280G of the Code, it is possible that the Gross-Up Payments either will have been made which should not have been made, or will not have been made which should have been made, by the Company (an “Excess Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is

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established pursuant to (A) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Gross-Up Payment has been made, such Gross-Up Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d) of the Code) compounded semi-annually for any period during which the Executive held such Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect of any period during which the IRS held such Excess Gross-Up Payment. If it is determined (I) by the Company, the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or the IRS, (II) pursuant to a determination by a court, or (III) upon the resolution to the Executive’s satisfaction of the Dispute, that a Gross-Up Underpayment has occurred, the Company shall pay an amount equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination or resolution, together with interest on such amount at 120% of the applicable federal rate compounded semi-annually from the date such amount should have been paid to the Executive pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 9(d), until the date of payment.

Section 10.Release.

Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to Section 8(c), Section 8(a)(ii) or Section 8(b)(i) (other than the Accrued Obligations, which are unaffected by this paragraph) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of

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a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Section 11.Restrictive Covenant Agreement.

As a condition of, and prior to commencement of, Executive’s employment with the Company, Executive shall have executed and delivered to the Company the Restrictive Covenant Agreement. The parties hereto acknowledge and agree that this Agreement and the Restrictive Covenant Agreement shall be considered separate contracts, and the Restrictive Covenant Agreement will survive the termination of this Agreement for any reason. Executive acknowledges and agrees that any claim Executive may have under this Agreement or on any other grounds shall not have any effect on, or serve as a defense to enforcement of, Executive’s obligations under the Restrictive Covenant Agreement.

Section 12.Representations and Warranties of Executive.

Executive represents and warrants to the Company that—

(a)Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound;

(b)Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and

(c)in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

Section 13.Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Code to such payments.

Section 14.Set Off; Mitigation.

The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any

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installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not be required to mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise.

Section 15.Additional Section 409A Provisions.

Notwithstanding any provision in this Agreement to the contrary—

(a)Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b)Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

(c)To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided,that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d)While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 16.Equity Grants

(a)Option Award. On the Effective Date, pursuant to the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”), the Company shall grant to Executive an Option (as defined in the Plan) to acquire up to 2,250,000 shares of the Company’s Common Stock (as

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defined in the Plan), pursuant to the Option Award Agreement in the form as attached hereto as Exhibit C (the “Option Award Agreement”), which Option shall be subject to vesting and forfeiture as set forth in the Plan, as such provisions may be modified as set forth herein and in the Option Award Agreement (the “Option Award”).

(b)Representations and Warranties. The Option Award, and any shares of Common Stock (as defined in the Plan) or other securities of the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and warrants to the Company as set forth in this Section 16(b) with respect to the Securities and Executive’s receipt thereof, as of the Effective Date and as of the date of any issuance or granting of any Securities.

(i)Executive hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

(ii)Executive understands that the Securities are being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

(iii)Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of

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the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together with Executive’s advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear the risks of an investment in the Securities and understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Securities. Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

(iv)Executive also acknowledges and agrees that an investment in the Securities is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under the federal and state securities laws and for other purposes.

(v)Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

(vi)Executive understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN

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REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Section 17.Successors and Assigns; No Third-Party Beneficiaries.

(a)The Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company Group, or its or their respective successors) without Executive’s prior written consent; provided, however, that in the event of a sale of all or substantially all of the assets of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed that in such circumstances, Executive’s consent will not be required in connection therewith.

(b)Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

(c)No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(c) or Section 17(b) hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 18.Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

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Section 19.Severability.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 20.Governing Law and Jurisdiction; Attorneys’ Fees.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IF ANY LEGAL ACTION IS BROUGHT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS’ FEES FROM THE OTHER PARTY. THESE FEES, WHICH MAY BE SET BY THE COURT IN THE SAME ACTION OR IN A SEPARATE ACTION BROUGHT FOR THAT PURPOSE, ARE IN ADDITION TO ANY OTHER RELIEF TO WHICH THE PREVAILING PARTY MAY BE ENTITLED.

Section 21.Notices.

(a)Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated, all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.

(b)Date of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

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Section 22.Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 23.Entire Agreement.

This Agreement and the exhibits attached hereto and any other agreement related to any Equity Grants, constitute the entire understanding and agreement of the parties hereto regarding the employment of Executive and supersede all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement and such other exhibits and agreements.

Section 24.Survival of Operative Sections.

Upon any termination of Executive’s employment, the provisions of Section 8 through Section 25 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 25.Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

* * *

[Signatures to appear on the following page(s).]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

BioStem Technologies, Inc.

/s/ Jason Matuszewki
By: Jason Matuszewski
Title: Chief Executive Officer

EXECUTIVE

/s/ Andrew Van Vurst
Andrew Van Vurst

[Signature Page to Andrew Van Vurst Employment Agreement]

Exhibit A

RESTRICTIVE COVENANT AGREEMENT

As a condition of my becoming employed by, or continuing employment with, BioStem Technologies, Inc. a Florida corporation (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation and benefits now and hereafter paid to me by the Company, I agree to the following:

Section 26.Confidential Information.

(a)Company Group Information. I acknowledge that, for all times in the past and during the period of my employment with the Company (the “Employment Period”), I have had and will have access to information about the Company and its direct and indirect parents, subsidiaries (including, without limitation, the Company) and affiliates (collectively, the “Company Group”) and that my employment with the Company shall bring me into close contact with confidential and proprietary information of the Company Group and members of the Company Group. In recognition of the foregoing, I agree, at all times during the Employment Period and thereafter, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without prior written authorization of the Company, any Confidential Information that I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company in writing. I understand that “Confidential Information” means information that any member of the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile, discover, or own, that has value in or to the business of any member of the Company Group. I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the Company Group’s technical data, computer programs, compositions, applications, therapeutic uses, methods, storage and handling information, release tests, collaborators, timelines, regulatory strategies and information, clinical strategies, data, patent documentation, files, research results, prototypes, models, product plans, inventions, business plans, acquisition plans, marketing plans, forecasts, strategies, manufacturing information, financial information, existing or proposed business or products, pricing, costs, technology, discoveries, ideas, concepts, techniques, designs, patterns, terminology, styling markers, structures, marketing and distribution methods, business operations, sales, plans, and efforts, the identities of and the course of dealing with actual and prospective customers, contractors, vendors, competitors, manufacturers, factories, and suppliers, sales representatives, distribution partners, contacts, independent contractors, specifications, drawings, maps, blueprints, the Company’s proprietary process for manufacturing and designing perinatal allografts, as well as all formulas and methods appurtenant thereto, the Company’s proprietary particulate compositions used from perinatal tissue, all diagrams, analyses, strategies, compilations, studies, and other technical, financial, and/or business information, customer lists, customers and internal affairs in oral, visual, written, electronic, or other tangible or intangible form, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding each member of the Company Group’s products or services and markets, customer lists, and customers (including, but not limited to, customers of the Company Group on whom I called or with whom I may become acquainted during the Employment Period), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware

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configuration information, marketing, finances, and other business information disclosed by any member of the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property. Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or judicial authority; provided, however, that in such event I will give the Company prompt written notice thereof so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Restrictive Covenant Agreement (this “Agreement”).

(b)Former Employer Information. I represent that my performance of all of the terms of this Agreement as an employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary information or material I may have obtained in connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer. During the Employment Period, I will not improperly make use of, or disclose, any developments, or confidential or proprietary information or material of any prior employer or other third party, nor will I bring onto the premises of the Company or use any unpublished documents or any property belonging to any prior employer or other third party, in violation of any lawful agreements with that prior employer or third party. I will use in the performance of my duties, in addition to information (such as Confidential Information) of the Company Group, only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company.

(c)Third Party Information. I understand that the Company Group has received and in the future may receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In recognition of the foregoing, I agree, at all times during the Employment Period and thereafter, to hold in confidence and will not disclose to anyone (other than to such third parties and Company Group personnel who need to know such information in connection with their work for the Company Group), and not to use, except for the benefit of the Company Group or such third party, Third Party Information without the express prior written consent of an officer of the Company and otherwise treat Third Party Information as Confidential Information.

(d)Whistleblower; Defend Trade Secrets Act Disclosure.

(i)In addition, I understand that nothing in this Agreement shall be construed to prohibit me from (A) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency, (B) truthfully responding to or complying with a subpoena,

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court order, or other legal process, or (C) exercising any rights I may have under applicable labor laws to engage in concerted activity with other employees.

(ii)Under the U.S. Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b) (the “Act”), persons who disclose trade secrets in connection with lawsuits or other proceedings under seal (including lawsuits alleging retaliation), or in confidence to a federal, state or local government official, or attorney, solely for the purpose of reporting or investigating a suspected violation of law, enjoy immunity from civil and criminal liability under state and federal trade secrets laws for such disclosure. I acknowledge that I have hereby received adequate notice of this immunity, such that the Company is entitled to all remedies available for violations of the Act, including exemplary damages and attorney fees, where applicable. Nothing in this Agreement is intended to conflict with the Act or create liability for disclosures of trade secrets that are expressly allowed by the Act.

(iii)Notice. “An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.”

Section 27.Inventions.

(a)No Prior Developments. By signing below, I represent that there are no developments, inventions, concepts, know-how, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations that I can demonstrate were created or owned by me prior to the commencement of the Employment Period, which belong solely to me or belong to me jointly with another, that relate in any way to the business of any member of the Company Group.

(b)Assignment of Inventions. Without additional compensation, I agree to assign, and hereby do assign, to the Company, all rights, title and interest throughout the world in and to all Inventions (as defined below) which I may solely or jointly conceive, create, invent, develop, modify, compile or reduce to practice, at any time during any period during which I perform or performed services for a member of the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, whether or not during regular working hours, provided they either (i) relate or related at the time of conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result or resulted from or relate or related to any work performed for any member of the Company Group; or (iii) are or

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were developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Company IP Rights”). I understand that “Inventions” means inventions, concepts, know-how, developments, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations. I agree that I will promptly make full written disclosure to the Company of any Company IP Rights I participate in conceiving, creating, inventing, developing, modifying, compiling or reducing to practice during the Assignment Period. I further acknowledge that, to the greatest extent permitted by applicable law, all Company IP Rights made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” for which I am, in part, compensated by my salary, unless regulated otherwise by law. If any Company IP Rights cannot be assigned, I hereby grant to the Company an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell, offer for sale, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such Company IP Rights in any media now known or hereafter known. Outside the scope of my service, whether during or after the Employment Period, I agree not to (i) modify, adapt, alter, translate, or create derivative works from any such work of authorship or (ii) merge any such work of authorship with other Company IP Rights. To the extent rights related to paternity, integrity, disclosure and withdrawal (collectively, “Moral Rights”) which may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral Rights and consent to any action of the Company Group that would violate such Moral Rights in the absence of such consent.

(c)Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company IP Rights made by me (solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, and any other format. The records will be available to and remain the sole property of the Company Group at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company Group policy, which may, from time to time, be revised at the sole election of the Company Group for the purpose of furthering the business of the Company Group.

(d)Intellectual Property Rights. I hereby agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group in the Company IP Rights and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company shall deem reasonably necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Company IP Rights, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the

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expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Company IP Rights or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.

Section 28.Returning Company Group Documents.

I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information, Third Party Information and all other documents, materials, information, and property developed by me pursuant to and within the scope of my employment or otherwise belonging to the Company and, if so requested, will certify in writing that I have fully complied with the foregoing obligation. I agree further that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to the Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Company information and then permanently delete and expunge such Company information from those systems. I agree further that any property situated on the Company’s premises and owned by the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets, and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without notice.

Section 29.Disclosure of Agreement.

As long as it remains in effect, I will disclose the existence of this Agreement to any prospective employer prior to entering into an employment relationship with such person or entity. I also consent to the notification of my prospective employer of my rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise.

Section 30.Publicity.

I hereby consent to any and all uses and displays by each member of the Company Group of my name, voice, likeness, image, appearance and biographical information in or in connection with any printed, electronic or digital materials, including, without limitation, any pictures, audio or video recordings, digital images, websites, television programs, advertising, sales or marketing brochures, printed materials and computer media, throughout the world and at any time during or

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after the Employment Period for all legitimate business purposes of the Company Group (the “Permitted Use”). I hereby forever release the Company Group and each of their respective current or former directors, officers, employees, shareholders, representatives and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind arising under any legal or equitable theory whatsoever at any time during or after the Employment Period in connection with any Permitted Use.

Section 31.Restrictions on Interfering.

(a)Non-Competition. During the Restricted Period, I shall not, directly or indirectly, individually or on behalf of any Person, company, enterprise, or entity, or as a sole proprietor, partner, shareholder, member, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities or assist others in engaging in any Competitive Activities within the United States, or any other jurisdiction in which a member of the Company Group is engaged in business.

(b)Non-Interference. During the Restricted Period, I shall not, directly or indirectly for my own account or for the account of any Person, engage in Interfering Activities.

(c)Definitions. For purposes of this Agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, manufacturer or other business relation of a member of the Company Group, such as the Company, or any such relation that was a client, customer, licensee, supplier, manufacturer or other business relation of a member of the Company Group during the six (6) month period prior to the termination of the Employment Period.

(ii)“Competitive Activities” shall mean any business activity that is competitive with the then-current or demonstrably planned business activities of any member of the Company Group; provided, however, that Competitive Activities shall not include being a passive owner or investor of not more than two percent (2%) of the outstanding stock of any class of securities of any publicly-traded corporation engaged in any business.

(iii)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with a member of the Company Group; (B) hiring any individual who was employed by a member of the Company Group during the six (6) month period prior to the date of such hiring; (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with any member of the Company Group, or in any way interfering with the relationship between any such Business Relation and any member of the Company Group; or (d) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to do business with me or any Person with or in which I am affiliated, outside of the services I provide for a member of the Company Group.

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(iv)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v)“Restricted Period” shall mean the period commencing on the date hereof and ending on the twenty-four (24) month anniversary of the date of any termination of the Employment Period for any reason and by either party.

(d)Non-Disparagement. I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging or defamatory comments regarding any member of the Company Group or its or their respective current or former directors, officers, employees or shareholders in any respect or make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any termination of my employment from the Company. However, my obligations under this subsection (d) shall not apply to disclosures required by applicable law, regulation, or order of a court or governmental agency. Further, nothing in this Agreement prohibits me from speaking with law enforcement, the Equal Employment Opportunity Commission, any state or local division of human rights or fair employment agency, or my attorney.

Section 32.Reasonableness of Restrictions.

I acknowledge and recognize the highly competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the Company’s industry, and that I will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my employment with the Company. In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group. I acknowledge further that the restrictions and limitations set forth in this Agreement will not materially interfere with my ability to earn a living following the termination of the Employment Period and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the Company.

Section 33.Independence; Severability; Blue Pencil.

Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable. I understand and agree that the restrictive covenants contained in this Agreement are independent of any other provision in this Agreement

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and independent of the existence of any claim or cause of action I may have against any member of the Company Group. I further understand that an action unrelated to the restrictive covenant provisions is not a defense to the enforcement of this Agreement.

Section 34.Injunctive Relief.

I expressly acknowledge that, because my services are personal and unique and because I will have access to Confidential Information, any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group for which monetary damages would not be an adequate remedy. Therefore, I hereby agree that, in addition to any other right or remedy that may be available to the Company in law or in equity, any member of the Company Group shall be entitled to injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach or posting a bond and without liability should relief be denied, modified or vacated. Notwithstanding any other provision to the contrary, I acknowledge and agree that the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 6 hereof and during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.

Section 35.Cooperation.

I agree that, following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during the Employment Period in which I was involved or of which I have knowledge. As a condition of such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred by me with respect to my compliance with this Section. I also agree that, in the event that I am subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to my employment by the Company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure, except where otherwise required by law.

Section 36.General Provisions.

(a)Governing Law and Jurisdiction. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. FURTHER, I HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN

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BROWARD COUNTY, FLORIDA, AND WAIVE ANY RIGHT TO TRIAL BY JURY, IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR CONCERNING THIS AGREEMENT.

(b)Attorneys’ Fees. If any legal action is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party. These fees, which may be set by the court in the same action or in a separate action brought for that purpose, are in addition to any other relief to which the prevailing party may be entitled.

(c)Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(d)No Right of Continued Employment. I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or without cause, is specifically reserved.

(e)Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. I expressly acknowledge and agree that this Agreement may be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets or stock of the Company or of any business or division of the Company for which I provide services, whether by purchase, merger, or other similar corporate transaction.

(f)Survival. The provisions of this Agreement shall survive the termination of my employment with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.

* * *

[Signature to appear on the following page.]

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I, Andrew Van Vurst, have executed this Restrictive Covenant Agreement on the date set forth below:

Date: July 22, 2022 /s/ Andrew Van Vurst
(Signature)

Andrew Van Vurst
(Type/Print Name)

[Signature Page to Andrew Van Vurst Restrictive Covenant Agreement]

Exhibit B

RELEASE OF CLAIMS

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.

For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated July [___], 2022, with BioStem Technologies, Inc. (such company, the “Company” and such agreement, my “Employment Agreement”)), and other good and valuable consideration, I, Andrew Van Vurst, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge the Company, and each of its respective direct and indirect parents, subsidiaries and affiliates, and their respective successors and assigns, together with their respective current and former officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”), from any and all claims whatsoever up to the date hereof that I had, may have had, or now have against the Group, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. The release of claims in this Release includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988 and the Equal Pay Act of 1963, the Older Workers Benefits Protection Act, Section 1981 of Title 42 of the United States Code, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Florida Private Whistle Blower's Act, Florida Statutes Section 448.101, et seq., the Florida Civil Rights Act, Florida States Section 760.01, et seq., the statutes and common law of the State of Florida, the laws and ordinances of any other nation, state, county or locality which may be applicable and as each may be amended from time to time, and all other federal, state, and local laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law.

I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

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Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 8 of my Employment Agreement or (ii) any claims that cannot be waived by law.

I expressly acknowledge and agree that I –

▪Am able to read the language, and understand the meaning and effect, of this Release;

▪Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;

▪Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had, and because of my execution of this Release;

▪Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits;

▪Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release;

▪Had or could have had [twenty-one (21)][forty-five (45)] calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period;

▪Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives;

▪Was advised to consult with my attorney regarding the terms and effect of this Release; and

▪Have signed this Release knowingly and voluntarily.

I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding anything to the contrary, nothing herein shall prevent or restrict me from (i) filing a charge or complaint with, participating in an investigation or

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proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency; (ii) truthfully responding to or complying with a subpoena, court order, or other legal process; or (iii) exercising any rights I may have under applicable labor laws to engage in concerted activity with other employees; provided however, that I hereby forgo any monetary benefit from the filing of a charge or complaint with a government agency except pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law.

I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group.

Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Executive Officer. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits.

The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

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Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement.

* * *

I, Andrew Van Vurst, have executed this Release of Claims on the respective date set forth below:

___________________________
Andrew Van Vurst

Date: [To Be Executed Following
Termination of Employment]

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Exhibit C

Option Award Agreement

(Attached)

BioStem Technologies, Inc.

Option Award Agreement

This grant of an Award to purchase Shares (“Grant”) is made as of July 22, 2022 (the “Effective Date”) by BioStem Technologies, Inc., a Florida corporation (the “Company”) under the BioStem Technologies, Inc. 2021 Equity Incentive Plan (the “Plan”), to Andrew Van Vurst (the “Participant”). To the extent permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as an incentive option.

This Award (as defined in the Plan) is being granted to Participant pursuant to the Executive Employment Agreement, by and between the Company and the Participant, dated as of the Effective Date (the “Employment Agreement”) and is subject to the terms and conditions therein.

By signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein and in this Plan.

Participant Name: Andrew Van Vurst

Signature: /s/ Andrew Van Vurst

BioStem Technologies, Inc.

By: /s/ Jason Matuszewski

Name: Jason Matuszewski

Title: CEO

This is not a stock certificate or a negotiable instrument. This grant of Option is a

voluntary, revocable grant from the Company and Participant hereby acknowledges that the Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE OPTIONS GRANTED TO YOU.

***

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1.Grant. As of the Effective Date, the Company grants to the Participant an option (the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of 2,250,000 shares of the Company’s Common Stock, par value $0.001 per share, (the “Option Shares”), at a purchase price of $2.00 per share (the “Option Price”).

For purposes herein, “Market Capitalization” shall mean the product of (i) the number of shares of Common Stock then issued and outstanding and listed for trading on the OTC Markets or any other national securities exchange which is the primary trading market for the Common Stock (the “Trading Market”) as of the applicable date of determination, multiplied by (ii) closing price per share of Common Stock on the Trading Market as of the applicable date of determination, as reasonably determined by the Board.

For purposed herein, “Sustained Market Capitalization” shall mean the average Market Capitalization for the 90 Trading Day (as defined period) immediately prior to the date of such determination. For purposes herein, “Trading Day” means any day that the Common Stock is available for trading on the Trading Market.

The Participant shall have the cumulative right to exercise the Option, and the Option is only exercisable, with respect to the following number of Option Shares on or after the following dates:

Date	Number of Options Vested and Shares Which May be Acquired
On the date that the Sustained Market Capitalization first equals or exceeds $29,268,520.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $58,537,040.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $117,074,080.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $175,611,120.00	450,000
On the date that the Sustained Market Capitalization first equals or exceeds $234,148,160.00	450,000

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The Administrator may, in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.

2.Term. The Option granted hereunder shall expire in all events at 5:00 p.m., Eastern time on the last day before the tenth anniversary of the Effective Date, unless sooner terminated as provided in this Section 2. Notwithstanding anything to the contrary in the Plan or herein, any unvested portion of the Option shall be subject to earlier vesting and forfeiture as set forth in the Employment Agreement.

3.Change in Accounting Treatment. If the Administrator finds that a change in the financial accounting treatment for options granted under this Plan adversely affects the Company or, in the determination of the Administrator, may adversely affect the Company in the foreseeable future, the Administrator may, in its discretion, set an accelerated termination date for the Option. In such event, the Administrator may take whatever other action, including acceleration of any exercise provisions, it deems necessary.

4.Blackout Periods. The Administrator reserves the right to suspend or limit the Participant’s rights to exercise and sell Shares acquired through the exercise of Options to comply with Applicable Requirements and any Company’s insider trading policy, any Applicable Law, or at any other times that it deems appropriate.

5.Transfers. Except as otherwise provided herein or in any separate provisions applicable to this Option, the Option is transferable by the Participant only by will or pursuant to the laws of descent and distribution in the event of the Participant’s death, in which event the Option may be exercised by the heirs or legal representatives of the Participant as set forth in the Plan. Any attempt at assignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a Person other than the Participant shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

6.Adjustments on Changes in Common Stock. In the event that, prior to the delivery by the Company of all of the Option Shares in respect of which the Option is granted, there shall be an increase or decrease in the number of issued shares of Common Stock of the Company as a result of a subdivision or consolidation of Shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such Shares, effected without receipt of consideration by the Company, the remaining number of Option Shares still subject to the Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent of the remaining number of Option Shares still subject to the Option and the Option Price thereof prior to such change. For purposes of this Section 7 no adjustment shall be made as a result of the issuance of Common Stock upon the conversion of other securities of the Company which are convertible into Shares.

7.Legal Requirements. If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates

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representing the Option Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on the Option Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered.

8.Administration. The Option has been granted pursuant to, and is subject to the terms and provisions of, the Plan. All questions of interpretation and application of the Plan and the Option shall be determined by the Administrator, and such determination shall be final, binding and conclusive. The Option shall not be treated as an incentive stock option (as such term is defined in section 422(b) of the Code) for federal income tax purposes unless expressly indicated as same hereupon.

9.Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

10.Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11.Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

12.Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH LOCATED IN BROWARD COUNTY, FLORIDA AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

13.Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Options and exercise thereof.

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***

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EX-10.7

Exhibit 10.7

Amendment No. 1 to Executive Employment Agreement

This Amendment No. 1 to Executive Employment Agreement (this "Amendment") is made and entered into as of this 24th day of October, 2022 (the "Amendment Date"), by and between BioStem Technologies, Inc., a Florida corporation (the "Company"), and Andrew Van Vurst ("Executive"). The Company and Executive may be referred to herein individually as a "Party" and collectively as the "Parties".

WHEREAS, the Parties are the parties to that certain Executive Employment Agreement, dated as of July 22, 2022 (the "Employment Agreement") and now desire to amend the Employment Agreement as set forth herein, and the Employment Agreement may be amended in writing pursuant to Section 18 thereof;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:

l , Defined terms used herein without definition shall have the meanings given in the Employment Agreement.

2.Pursuant to the provisions of Section 18 of the Employment Agreement, the Employment Agreement is hereby amended as follows:

(a)The Option Award as referenced in Section 16(a) of the Employment Agreement is hereby terminated and rescinded, and the Option Award Agreement as referenced in Section 16(a) of the Employment Agreement and as attached to the Employment Agreement is hereby terminated and shall hereafter be null and void and of no force or effect and shall no longer be deemed a part of the Employment Agreement.

(b)On the Amendment Date, the Company hereby issues to Executive an option award to acquire 2,250,000 shares of Common Stock at an exercise price of $2.00 per share (the "Option Award"), pursuant to the Option Agreement as attached hereto as Exhibit A (the "Option Agreement"), which shall be subject to vesting and forfeiture as set forth in the Employment Agreement and the Option Agreement. The Option Award shall be an "Equity Grant" for purposes of the Employment Agreement and shall be subject to the terms and conditions therein.

3.Other than as amended herein, the Employment Agreement shall remain in full force and effect subject to its terms. Following the Amendment Date, any reference in the Employment Agreement to the "Agreement") shall be deemed a reference to the Employment Agreement as amended by this Amendment.

4.This Amendment shall be governed by and construed under the laws of the State of Florida applicable to agreements made and to be performed in that State, without regard to conflicts of laws rules.

5.This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

[Signatures to appear on the following page(s),]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Date.

BioStem Technologies, Inc.

/s/ Jason Matuszewski______

By: Jason Matuszewski

Title: Chief Executive Officer

EXECUTIVE

/s/ Andrew Van Vurst_____

Andrew Van Vurst

Exhibit A

Option Agreement

(Attached)

OPTION AGREEMENT

[ANDREW VAN VURSTI

Dated as of October 24, 2022

This Option Agreement (this "Agreement") dated as of the date first set f01*th above (the "Award Date") is entered into by and between BioStem Technologies, Inc., a Florida corporation (the "Company"), and Andrew Van Vurst (the "Executive"). The Company and Executive may collective be referred to as the "Parties" and each individually as a "Party."

WHEREAS, the Executive is an employee of the Company, and is a party to that certain Executive Employment Agreement, by and between the Company and the Executive, dated as of the July 22, 2022 and as amended on the Award Date (as so amended, the "Employment Agreement"); and

WHEREAS, the Company now desires to grant to Executive certain options to acquire certain shares of common stock, par value par value $0.001 per share, of the Company (the "Common Stock");

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

l . Grant.

(a)Pursuant to the terms herein, the Company hereby grants to Executive as of the Award Date the right and option (the "Options") to purchase all or any part of an aggregate of 2,250,000 shares of the Common Stock (the "Option Shares"), at an exercise price of $2.00 per share (the "Exercise Price"). The Options are not granted pursuant to any equity incentive plan of the Company, and shall be non-qualified stock options.

(b)For purposes herein, "Market Capitalization" shall mean the product of (i) the number of shares of Common Stock then issued and outstanding and listed for trading on the OTC Markets or any other national securities exchange which is the primary trading market for the Common Stock (the "Trading Market") as of the applicable date of determination, multiplied by (ii) closing price per share of Common Stock on the Trading Market as of the applicable date of determination, as reasonably determined by the Board.

(c)For purposed herein, "Sustained Market Capitalization" shall mean the average Market Capitalization for the 90 Trading Day (as defined period) immediately prior to the date of such determination. For pulposes herein, "Trading Day" means any day that the Common Stock is available for trading on the Trading Market.

(d)The Options will be subject to vesting and forfeiture pursuant to the provisions herein and in the Employment Agreement. The Options shall vest, and Executive shall have the cumulative right to exercise the Option, and the Option is only

exercisable, with respect to the following number of Option Shares on or after the following dates:

Date Number of Options Vested and

Shares Which May be Acquired

On the date that the Sustained Market Capitalization first equals or exceeds $29,268,520.00 450,000

On the date that the Sustained Market Capitalization first equals or exceeds $58,537,040.00 450,000

On the date that the Sustained Market Capitalization first equals or exceeds $117,074,080.00 450,000

On the date that the Sustained Market Capitalization first equals or exceeds $175,611,120.00 450,000

The Company may, in its sole discretion, accelerate the date on which the Executive may purchase Option Shares.

2. Vested Options shall be exercisable at any time following the date of such vesting and expiring on the tenth anniversary of the Grant Date (such period, the "Option Period"). To the extent not exercised by the end of the Option Period, the Options shall automatically expire and terminate.

3.Exercise.

(a)Vested Options shall be exercisable by Executive delivering to the Company, during the Option Period, a Notice of Option Exercise in the form as attached hereto as Exhibit A (the "Exercise Notice") and complying with the remaining ten•ns and conditions herein.

(b)The Exercise Notice shall be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares of Common Stock being purchased (the "Purchase by wire transfer or by certified check or bank cashier's check, payable to the order of the Company.

(c)Executive's payment for exercise of the Vested Options shall be accompanied by payment of any amount that the Cotnpany, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes If the Executive fails to make such

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payment in a timely manner, the Company may: (i) decline to permit exercise of the Vested Options or (ii) withhold and set-off against compensation and any other amounts payable to the Executive the amount of such required payment. Such withholding may be in the shares underlying the Vested Options at the sole discretion of the Company.

(d)Upon receipt of the Purchase Price, together with written notice, and Executive's compliance with the other provisions herein, the Company will record the Executive as the beneficial owner of the applicable shares of Common Stock in the books and records of the Company. The shares of Common Stock shall not be certificated. With respect to any exercise of the Vested Options, the Executive will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date a properly executed notice and payment of the Purchase Price is received by the Company (the "Exercise Date"), except that, if the date of such receipt is a date on which the share transfer books of the Company are closed, Executive will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open.

4, Adjustments. Upon the occurrence of any of the following events, the Executive's rights with respect to' the Options shall be adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Executive and the Company relating to the Options:

(a)If the Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of Vested Options shall be equitably and appropriately increased or decreased proportionately, and appropriate and equitable adjustments shall be made in the Exercise Price per share to reflect such subdivision, combination or share dividend.

(b)If the Company is merged or consolidated with or is acquired by another entity (any, an "Acquisition"), the Acquisition agreement shall provide that the Options shall be assumed by the surviving entity and the Exercise Prices and number of Options shall be equitably adjusted.

(c)In the event of a recapitalization or a reorganization of the Company (other than a transaction described in Section 4(b)) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Executive upon exercising the Vested Options shall be entitled to receive for the purchase price paid upon such exercise, the securities the Executive would have received if the Executive had exercised the Vested Options prior to such recapitalization or reorganization. Except as expressly provided herein, no issuance by the Company of shares of Common Stock of any class or securities convertible or exercisable into shares of

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Common Stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to the Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities). With respect to shares issued in accordance with this Section 4, no fractional shares shall be issued and the Executive shall receive from the Company cash in lieu of such fractional shares or the Company shall round to the nearest whole share of Common Stock, as determined by the Board.

(d)The Board or the successor Board of Directors shall determine the specific adjustments to be made under this Section 4, and its determination shall be conclusive. If the Executive receives securities or cash in connection with a transaction described in this Section 4 above as a result of holding the Options, such securities or cash shall be subject to all of the conditions and restrictions applicable to the Options with respect to which such securities or cash were issued, unless otherwise determined by the Board or the successor Board.

5.Necessity to Become Holder of Record. The Executive shall not have any rights as a member of the Company with respect to any shares of Common Stock underlying the Options until Executive shall have become the holder of record of such shares of Common

Stock. No dividends or cash distributions, ordinary or extraordinary, as to any shares of Common Stock shall be paid to or provided to the Executive if the record date is prior to the date on which Executive became the holder of record of the applicable shares of Common Stock.

6.Conditions to Exercise of Vested Options. In order to enable the Company to comply with the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") and relevant state law, the Company may require the Executive, as a condition of the exercising of the Options granted hereunder, to give written assurance satisfact01Y to the Company that the shares of Common Stock subject to the Options are being acquired for Executive's own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law. The Options are subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the shares of Common Stock underlying the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulat01Y body, is necessary' as a condition of, or in connection with the issue or purchase of shares underlying the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.

7.Representations and Warranties. Executive hereby makes the representations and warranties as set forth in the Employment Agreement, with respect to the receipt of the

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Options and the shares of Common Stock that may be acquired upon exercise thereof, and such representations and warranties are hereby incorporated herein by reference.

8.No Transfer. Executive may not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or other than, vise encumber the Options, whether vested or not, of this Agreement, or otherwise encumber the Options or any rights herein or therein, and any attempted transfer shall be null and void and the Company shall not recognize any purported transferee as the holder thereof.

9.Taxes.

(a)Executive shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes

that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Executive shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Options or the shares of Common Stock that may be issued with respect thereto.

(b)THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO EXECUTIVE. EXECUTIVE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. BY SIGNING THIS AGREEMENT, EXECUTIVE REPRESENTS THAT EXECUTIVE HAS REVIEWED WITH EXECUTIVE'S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT EXECUTIVE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. EXECUTIVE UNDERSTANDS AND AGREES THAT EXECUTIVE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

10.Data Privacy Consent. In order to administer the this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the "Relevant Companies") may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the "Relevant Information"). By entering into this Agreement} the Executive (i) authorizes the

Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Executive may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store

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and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Executive shall have access to, and the right to change, the Relevant Information will only be used in accordance with applicable law.

11 . Review. The Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing this Agreement and fully understands all provisions of this Agreement. The Executive hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions relating to this Agreement.

12.No Rights to Continued Engagement. This Agreement does not confer upon Executive any right to continued engagement by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the Company's right to terminate Executive's engagement at any time.

13.No Restriction. Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without [imitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

14.Assignment. This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto, except that the Company (i) may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations hereunder without the written consent of the Executive, and (ii) will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise, This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

15.Entire Agreement; Effectiveness of Agreement. This Agreement and the Employment Agreement set forth all the promises, covenants, agreements, conditions and understandings between the Parties, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as herein or therein contained.

16.Incorporation by Reference. The provisions of Section I l of the Employment Agreement (other than the second sentence of Section I I(e)) are hereby incorporated herein by reference, and shall apply to this Agreement as though fully set forth herein,

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provided that any reference therein to the "Agreement" shall be deemed a reference to this Agreement.

[Signatures appear on following page]

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EX-10.8

Exhibit 10.8

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this ''Agreement") is made and entered into as of this 8th day of January, 2024 (the "Effective Date"), by and between BioStem Technologies, Inc., a Florida corporation (the "Company"), and Shawn McCarrey ("Executive").

WITNESSETH:

WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1. Definitions.

(a)“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment (excluding any employee benefit plan to the extent providing for severance or similar benefits), in accordance with the terms contained therein.

(b)“Agreement” shall have the meaning set forth in the preamble hereto.

(c)“Base Salary” shall mean the salary provided for in Section 4 hereof or any increased salary granted to Executive pursuant to Section 4 hereof. (d)“Board” shall mean the Board of Directors of the Company.

(e)“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder, (ii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Executive or at Executive’s direction, (v) Executive’s conviction of or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, a material adverse impact on the performance of Executive’s duties to the Company or any other member of the Company Group or otherwise result in material injury to the reputation or business of the Company or any other member of the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those

otherwise set forth in the manuals or statements of policy of the Company, that results, or could be reasonably expected to result, in material injury to the reputation or business of the Company or any other member of the Company Group, or (vii) Executive’s material breach of this Agreement or breach or threatened breach of the Restrictive Covenant Agreement. If, within thirty (30) days subsequent to Executive’s termination for any reason other than by the Company for Cause, the Company determines that Executive’s employment could have been terminated for Cause pursuant to clause (iii) or (iv) of the definition of “Cause” above, Executive’s employment will be deemed to have been terminated for Cause for all purposes, and Executive will be required to repay or return to the Company all amounts and benefits received from the Company pursuant to this Agreement or otherwise on account of such termination that would not have been payable or provided to Executive had such termination been by the Company for Cause.

(f)“COBRA” shall mean Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code, and the rules and regulations promulgated under either of them.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(h)“Company” shall have the meaning set forth in the preamble hereto.

(i)“Company Group” shall mean the Company together with any direct or indirect subsidiaries of the Company, parents of the Company or any Affiliates (as defined in the Plan, as defined below) of the Company.

(j)“Compensation Committee” shall mean the Board or the committee of the Board designated to make compensation decisions relating to executive officers of members of the Company Group.

(k)“Delay Period” shall have the meaning set forth in Section 13(a) hereof.

(l)“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents the performance of substantially all of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company. The determination of any such physician shall be final and conclusive for all purposes of this Agreement. (m)“Executive” shall have the meaning set forth in the preamble hereto.

(n)“Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s title, duties, or responsibilities as set forth in Section 3 hereof, (ii) a material reduction in Base Salary set forth in Section 4 hereof (other than pursuant to an across-the-board reduction applicable to all similarly situated executives), (iii) the relocation of Executive’s principal place of employment (as provided in Section 3(c) hereof) more than sixty (60) miles from its current location, or (iv) any other material breach of a provision of this Agreement by

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the Company (other than a provision that is covered by clause (i), (ii), or (iii) above). Notwithstanding the foregoing, during the Term, in the event that the Board reasonably believes that Executive has engaged in conduct that constitutes Cause hereunder, the Board may, in its sole and absolute discretion and if it determines that suspension of the Executive pending further investigation is necessary to protect the Company, suspend Executive from performing Executive’s duties hereunder for a period of up to thirty (30) days, and in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.

(o)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(p)“Release of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit B (as the same may be revised from time to time by the Company upon the advice of counsel).

(q)“Restrictive Covenant Agreement” shall mean the Restrictive Covenant Agreement attached the Original Agreement as Exhibit A.

(r)“Severance Benefits” shall have the meaning set forth in Section 8(g) hereof.

(s)“Severance Term” shall mean (i) in the event that this Agreement is terminated during the first two year period following the Agreement Effective Date, a period of six (6) months; or (ii) in the event that this Agreement is terminated during any period following the end of the first two year period following the Agreement Effective Date, a period equal to six (6) months plus one(1) additional month for each full year that this Agreement and the Term remain in effect following the end of the first two year period following the Agreement Effective Date.

(t)“Term” shall mean the period specified in Section 2 hereof.

Section 2. Acceptance and Term.

The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The Parties acknowledge and agree that the term commenced on the January 8, 2024 (the “Effective Date”) pursuant to the Original Agreement, and continued to January 8, 2025 pursuant to the terms of the Original Agreement (the “Initial Term”) and was thereafter renewed on January 8, 2025 for an additional one year term (the “Initial Extension Term”) in accordance with the terms of the Agreement. The Initial Extension Term shall remain in effect, and, unless terminated as provided in Section 8 hereof, shall continue until the close of business on January 8, 2025. Upon expiration of the Initial Extension Term, this Agreement shall automatically be extended for successive one-year periods (each, an “Extension Term” and, collectively with the Initial Term and the Initial Extension Term, the “Term”) unless either party gives written notice of non- extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.

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Section 3. Position, Duties, and Responsibilities; Place of Performance.

(a)Position, Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the Chief Commercial Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title as determined by the Board in its discretion.

(b)Performance. Except with the consent of the Board, Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s duties under this Agreement and shall not, during the Term, engage in any other business or occupation, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the personal investments and affairs of Executive and members of Executive’s family; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.

(c)Principal Place of Employment. Executive’s principal place of employment shall be Atlanta, Georgia, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons.

Section 4. Base Salary and Bonus; Change of Control.

(a)Effective as of the Agreement Effective Date, during the Term, Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $200,000, with increases, if any, as may be approved in writing by the Compensation Committee.

(b)During the Term and commencing in July 2024, Executive shall be paid bonuses in such amounts and on such terms as to be determined by the Compensation Committee at such time and from time to time, and based on Target Earnings (OTE) for 2024. The total variable compensation that can be earned is $200,000. The variable compensation targets will be agreed upon by the Compensation Committee prior to the start of the second quarter.

(c)Effective as of the Agreement Effective Date, during the Term, Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $200,000, with increases, if any, as may be approved in writing by the Compensation Committee. During the Term and commencing in July 2024, Executive shall be paid bonuses in such amounts and on such terms as to be determined by the Compensation Committee at such time and from time to time.

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(d)In the event that, during the Term, there occurs any Change of Control (as defined below) and thereafter (i) this Agreement and the Term are terminated by the Company without Cause (as defined below); or (ii) this Agreement and the Term are terminated by the Executive with Good Reason (as defined below) or (iii) there is a material diminution by the Company of compensation and benefits (taken as a whole) provided to the Executive immediately prior to a Change of Control, then at the time of even in clause (i), (ii) or (iii) above, the Company shall pay to Executive as a lump-sum payment and amount equal to one year of the Base Salary payable to Executive at such time.

(e)For purposes herein “Change of Control” shall be deemed to have occurred if, after the Agreement Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

Section 5. Employee Benefits.

During the Term, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company, provided that, during the Term, the Company agrees to pay 100% of the Executive’s health, dental and vision insurance coverage premiums for standard policies and 0% of the premiums for any of Executive’s family members. Further, if Executive instead selects an upgraded insurance coverage option, Company will contribute toward the premium for such policy at an amount equal to the cost of the standard policy premium, and Executive shall be responsible for all additional premium costs above the standard policy premium. Executive shall also be entitled to receive 6 weeks of paid time off, and the same number of holidays and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated executives of the Company in accordance with the Company policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice where permitted by law, and the right to do so is expressly reserved. Executive

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shall be eligible for up to a 4% Company match on all 401K contributions up to the legal contribution limits.

Section 6. Key-Man Insurance.

At any time during the Term, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents. Section 7. Reimbursement of Business Expenses.

During the Term, the Company shall pay (or promptly reimburse Executive) for documented, out-of-pocket expenses reasonably incurred by Executive in the course of performing Executive’s duties and responsibilities hereunder, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.

Section 8. Termination of Employment.

(a)General. The Term shall terminate earlier than as provided in Section 2 hereof upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability,

(iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any other member of the Company Group and hereby agrees to execute any documents that the Company (or any member of the Company Group) determines necessary to effectuate such resignations. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 8 as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from service.”

(b)Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, with such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, any unvested portion of any Option Award (as defined below) or any other equity granted to Executive hereunder or

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under any other agreements with the Company (collectively, the “Equity Grants”) shall immediately be forfeited as of the termination date without any further action of the Parties, and Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled only to the Accrued Obligations.

Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(c)Termination by the Company with Cause.

(i)The Company may terminate Executive’s employment at any time with Cause, effective upon Executive’s receipt of written notice of such termination; provided, however, that with respect to any Cause termination relying on clause (ii) or (vi) of the definition of Cause set forth in Section 1(e) hereof, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less than twenty (20) days’ written notice by the Board of the Company’s intention to terminate him with Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the expiration of such twenty (20) day notice period unless Executive has fully cured such act or acts or failure or failures to act that give rise to Cause during such period.

(ii)In the event that the Company terminates Executive’s employment with Cause, any unvested portion of the Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties, and Executive shall be entitled only to the Accrued Obligations. Following such termination of Executive’s employment with Cause, except as set forth in this Section 8(c)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)Termination by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), any Equity Grants made to Executive shall, to the extent not already vested, be deemed automatically vested, and Executive shall be entitled to:

(i)The Accrued Obligations;

(ii)Continued payment of Base Salary during the applicable Severance Term, calculated in accordance with the provisions of the definition thereof, payable in accordance with the Company’s regular payroll practices; and

(iii)To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly

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scheduled payroll date during the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost. For purposes hereof, the “applicable percentage” shall be the percentage of Executive’s health care premium costs covered by the Company as of the date of termination. Amounts paid by the Company directly to or on behalf of Executive pursuant to this clause (iii) shall be imputed to the Executive as additional taxable income to the extent required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide such medical and dental benefits to Executive.

Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy for any claim of wrongful termination upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

(e)Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing the Company twenty (20) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such twenty (20) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy for any claim of wrongful termination upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

(f)Termination by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive

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under this Section 8(f), any unvested portion of the Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties, and Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s employment by Executive without Good Reason, except as set forth in this Section 8(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(g)Release. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations, which are unaffected by this paragraph) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Section 9. Restrictive Covenant Agreement.

As a condition of, and prior to commencement of, Executive’s employment with the Company, Executive has executed and delivered to the Company the Restrictive Covenant Agreement on the Effective Date, which Restrictive Covenant Agreement remains in full force and effect as of the Effective Date. The parties hereto acknowledge and agree that this Agreement and the Restrictive Covenant Agreement shall be considered separate contracts, and the Restrictive Covenant Agreement will survive the termination of this Agreement for any reason. Executive acknowledges and agrees that any claim Executive may have under this

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Agreement or on any other grounds shall not have any effect on, or serve as a defense to enforcement of, Executive’s obligations under the Restrictive Covenant Agreement.

Section 10. Representations and Warranties of Executive.

Executive represents and warrants to the Company that—

(a)Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound;

(b)Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and

(c)in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

Section 11. Taxes.

The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application of the provisions of Section 409A of the Code to such payments.

Section 12. Set Off; Mitigation.

The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not be required to mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 8(d)(iii) hereof, the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise.

Section 13. Additional Section 409A Provisions.

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Notwithstanding any provision in this Agreement to the contrary—

(a)Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(b)Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

(c)To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(d)While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 14. Equity Grants

(a)Option Awards.

(i)The Parties acknowledge and agree that, on the Effective Date, pursuant to

the Plan, the Company shall grant to Executive an Option to acquire up to 200,000 shares of the Company’s Common Stock, with an exercise of the then quoted market price from OTC Markets, subject to the following vesting and forfeiture schedule.

•The options will vest over four years with 25% (50,000) vesting after the first year, with the remaining (150,000) options vesting monthly over the remaining 36 months.

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(b)Representations and Warranties. The Stock Award, if made, the Option Awards, and any shares of Common Stock or other securities of the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and warrants to the Company as set forth in this Section 14(c) with respect to the Securities and Executive’s receipt thereof, as of the Effective Date and as of the date of any issuance or granting of any Securities.

(i)Executive hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

(ii)Executive understands that the Securities are being offered and sold to

Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

(iii)Executive has been furnished with all documents and materials relating to

the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the

Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that the Company may disclose in the future certain material information that the

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Executive has not received. Executive has sought such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together with Executive’s advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear the risks of an investment in the Securities and understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Securities. Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

(iv)Executive also acknowledges and agrees that an investment in the Securities

is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under the federal and state securities laws and for other purposes.

(v)Executive understands that no United States federal or state agency or any

other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

(vi)Executive understands that until such time as the Securities have been

registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

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THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Section 15. Successors and Assigns; No Third-Party Beneficiaries.

(a)The Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member of the Company Group, or its or their respective successors) without Executive’s prior written consent; provided, however, that in the event of a sale of all or substantially all of the assets of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed that in such circumstances, Executive’s consent will not be required in connection therewith.

(b)Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

(c)No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(b) or Section 15(b) hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 16. Waiver and Amendments.

Any waiver, alteration, amendment, or modification of any of the terms of this

Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the Parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent

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occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 17. Severability.

If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.

Section 18. Governing Law and Jurisdiction; Attorneys’ Fees.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF

FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IF ANY LEGAL ACTION IS BROUGHT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS’ FEES FROM THE OTHER PARTY. THESE FEES, WHICH MAY BE SET BY THE COURT IN THE SAME ACTION OR IN A SEPARATE ACTION BROUGHT FOR THAT PURPOSE, ARE IN ADDITION TO ANY OTHER RELIEF TO WHICH THE PREVAILING PARTY MAY BE ENTITLED.

Section 19. Notices.

(a)Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated, all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.

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(b)Date of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

Section 20. Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 21. Entire Agreement.

This Agreement and the exhibits attached hereto and to the Original Agreement and any other agreements related to any Equity Grants, constitute the entire understanding and agreement of the parties hereto regarding the employment of Executive and supersede all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the Parties relating to the subject matter of this Agreement and such other exhibits and agreements.

Section 22. Survival of Operative Sections.

Upon any termination of Executive’s employment, the provisions of Section 8 through Section 23 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

Section 23. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

* * *

[Signatures to appear on the following page(s).]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of:

BioStem Technologies, Inc.

Signed: /s/ Jason Matuszewski

By: Jason Matuszewski

Title: Chief Executive Officer

EXECUTIVE

Signed: /s/ Shawn McCarrey

By: Shawn McCarrey

[Signature Page to Shawn McCarrey Employment Agreement]

Exhibit A - Restrictive Covenant Agreement

Exhibit B – Release of Claims

RELEASE OF CLAIMS

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.

For and in consideration of the Severance Benefits (as defined in my Executive Employment Agreement, dated January 8, 2024, with BioStem Technologies, Inc. (the “Company”), and other good and valuable consideration, I, Shawn McCarrey, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge the Company, and each of its respective direct and indirect parents, subsidiaries and affiliates, and their respective successors and assigns, together with their respective current and former officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”), from any and all claims whatsoever up to the date hereof that I had, may have had, or now have against the Group, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. The release of claims in this Release includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988 and the Equal Pay Act of 1963, the Older Workers Benefits Protection Act, Section 1981 of Title 42 of the United States Code, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Florida Private Whistle Blower's Act, Florida Statutes Section 448.101, et seq., the Florida Civil Rights Act, Florida States Section 760.01, et seq., the statutes and common law of the State of Florida, the laws and ordinances of any other nation, state, county or locality which may be applicable and as each may be amended from time to time, and all other federal, state, and local laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law.

I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 8 of my Employment Agreement or (ii) any claims that cannot be waived by law.

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I expressly acknowledge and agree that I –

■ Am able to read the language, and understand the meaning and effect, of this Release;

■ Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;

■ Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had, and because of my execution of this Release;

■ Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits;

■ Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release;

■ Had or could have had [twenty-one (21)][forty-five (45)] calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period;

■ Have not relied upon any representation or statement not set forth in this

Release or my Employment Agreement made by the Company or any of its representatives;

■ Was advised to consult with my attorney regarding the terms and effect of this Release; and

■ Have signed this Release knowingly and voluntarily.

I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding anything to the contrary, nothing herein shall prevent or restrict me from (i) filing a charge or complaint with, participating in an investigation or

proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency; (ii) truthfully responding to or complying with a subpoena, court order, or other legal process; or (iii) exercising any rights I may have under applicable

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labor laws to engage in concerted activity with other employees; provided however, that I hereby forgo any monetary benefit from the filing of a charge or complaint with a government agency except pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law.

I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group.

Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Executive Officer. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits.

The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS

GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

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Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement.

***

I, Shawn McCarrey, have executed this Release of Claims on the respective date set forth below:

EXECUTIVE

Signed:

By: Date:

[Signature Page to Shawn McCarrey Release of Claims]

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EX-10.9

Exhibit 10.9

Equity Exchange Agreement

By and Among

BioStem Technologies, Inc.

And

Jason Matuszewski

TABLE OF CONTENTS

Article I.	DEFINITIONS	1
Section 1.01	Definitions.	1
Section 1.02	Interpretive Provisions.	2
Article II.	PURCHASE AND SALE; PURCHASE PRICE	3
Section 2.01	Purchase and Sale.	3
Section 2.02	Deliverables at Closing.	3
Section 2.03	Closing.	3
Article III.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3
Section 3.01	Authorization of Transactions.	3
Section 3.02	Governmental Approvals; Non-contravention.	4
Section 3.03	Brokers.	4
Article IV.	REPRESENTATIONS AND WARRANTIES OF BUYER	4
Section 4.01	Authorization of Transactions.	4
Section 4.02	Governmental Approvals; Non-contravention.	4
Section 4.03	Investment Representations.	5
Section 4.04	Brokers.	7
Article V.	INDEMNIFICATION	7
Section 5.01	General Indemnification.	7
Section 5.02	Procedures for Indemnification.	7
Section 5.03	Payment.	7
Section 5.04	Effect of Knowledge on Indemnification.	7
Article VI.	MISCELLANEOUS	8
Section 6.01	Notices.	8
Section 6.02	Attorneys’ Fees	8
Section 6.03	Amendments; No Waivers; No Third-Party Beneficiaries.	9
Section 6.04	Expenses.	9
Section 6.05	Further Assurances.	9
Section 6.06	Successors and Assigns; Benefit.	9
Section 6.07	Governing Law; Etc.	10
Section 6.08	Survival.	10
Section 6.10	Severability.	11
Section 6.11	Entire Agreement.	11
Section 6.12	Specific Performance.	11
Section 6.13	Construction.	11
Section 6.14	Counterparts.	11

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Equity Exchange Agreement

This Equity Exchange Agreement (this “Agreement”) is entered into as of March 31, 2022 (the “Closing Date”), by and among BioStem Technologies, Inc., a Florida corporation (the “Company”) and Jason Matuszewski (“Creditor”). The Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”

WHEREAS, as of the Closing Date, the Creditor is owed $385,442 by the Company in past due salary which is due and payable to the Creditor by the Company for services rendered (the “Obligations”); and

WHEREAS, in satisfaction in full of the Obligations, the Creditor is willing to accept the Shares (as defined below) subject to the terms and conditions herein (the “Exchange”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have the following meanings:

(a) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person.

(b) “Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Florida generally are authorized or required by Law or other governmental actions to close.

(c) “Common Stock” means the common stock, par value $0.001 per share, of the Company.

(d) “Contract” means any contract, commitment, understanding or agreement (whether oral or written).

(e) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

(f) “Governmental Entity” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory authority, reporting entity or agency, domestic, foreign or supranational.

(g) “Law” means any applicable foreign, federal, state or local law (including common law),

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statute, treaty, rule, directive, regulation, ordinances and similar provisions having the force or effect of law or an Order of any Governmental Entity.

(h) “Liabilities” means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or un asserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense.

(i) “Lien” means, with respect to any property or asset, any lien, security interest, mortgage, pledge, charge, claim, lease, agreement, right of first refusal, option, limitation on transfer or use or assignment or licensing, restrictive easement, charge or any other restriction of any kind, and any conditional sale or voting agreement or proxy, and including any restriction on the ownership, use, voting, transfer, possession, receipt of income or other exercise of any attributes of ownership, in respect of such property or asset, and any agreement to give any of the foregoing.

(j) “Losses” means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.

(k) “Order” means any judgment, writ, decree, determination, award, compliance agreement, settlement agreement, injunction, ruling, charge, judicial or administrative order, determination or other restriction of any Governmental Entity or arbitrator.

(l) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

(m) “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

(n) “Transactions” means the purchase and sale of the Shares and the other transactions contemplated under the Transaction Documents.

(o) “Transaction Documents” means this Agreement and any other agreement, document, certificate or writing delivered or to be delivered in connection with this Agreement and any other document related to the Transactions related to the forgoing, including, without limitations, those delivered at the Closing.

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; the terms “Dollars” and “$” mean United States Dollars, unless otherwise specified herein; references herein to a specific Section, Subsection or Recital shall refer, respectively, to Sections, Subsections or Recitals of this Agreement; wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

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references herein to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. PURCHASE AND SALE; PURCHASE PRICE

Section 2.01 Exchange and Satisfaction. The Obligations will be exchanged for the Shares and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement:

(a) Subject to the terms and conditions of this Agreement and as set forth below, at the Closing (as defined below) the Company shall issue to Creditor 550,631 shares of Common Stock (the “Shares”).

(b) The Shares shall be deemed earned in full as of Closing Date.

(c) Effective as of the Closing Date, the Creditor hereby acknowledges and agrees that any and all amounts remaining owed in connection with the Obligations are hereby forgiven and the Obligations are deemed paid and satisfied in full. Effective as of the Effective Date, Creditor hereby irrevocably, unconditionally and forever releases, discharges and remises the Company from any and all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that Creditor may have now or may have in the future, against the Company to the extent that those claims arose, may have arisen, or are based on, the Obligations.

Section 2.02 Share Issuance. At the Closing (as defined below) the Company shall issue to Creditor the Shares via book entry in the books and records of the Company, and the Parties acknowledge that the Shares shall not be certificated.

Section 2.03 Closing. On the terms set forth herein, the closing of the Transactions (the “Closing”) shall take place by conference call and electronic communication (i.e., emails/pdf) or facsimile, with exchange of original signatures to follow by mail, on the Closing Date.

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Article III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Creditor that the following representations and warranties contained in this Article III are true and correct as of the Closing Date:

Section 3.01 Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 3.02 Governmental Approvals; Non-contravention.

(a) No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity or Person is necessary for the execution, delivery or performance by the Company of this Agreement or any other Transaction Document to which the Company is a party.

(b) The execution, delivery and performance by the Company of the Transaction Documents to which the Company is a party, and the consummation by the Company of the Transactions, do not (i) violate any Laws or Orders to which the Company is subject or (ii) violate, breach or conflict with any provision of the Company’s organizational documents.

Section 3.03 Brokers. The Company has not engaged, or caused to be incurred any Liability or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of the Transaction Documents to which it is a party, or the Transactions.

Article IV. REPRESENTATIONS AND WARRANTIES OF BUYER

Creditor represents and warrants to the Company that the following statements contained in this Article IV are true and correct as of the Closing Date:

Section 4.01 Authorization of Transactions. Creditor is a natural person and has the requisite power and capacity to execute and deliver the Transaction Documents to which Creditor is a party and to perform Creditor’s obligations hereunder and thereunder. The execution, delivery and performance by Creditor of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of Creditor. The Transaction Documents to which Creditor is a party have been duly and validly executed and delivered by Creditor. Each Transaction Document to which Creditor is a party constitutes the valid and legally binding obligation of Creditor, enforceable against Creditor in accordance with its terms

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and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 4.02 Governmental Approvals; Non-contravention.

(a) No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity is necessary for the execution, delivery or performance by Creditor of this Agreement or any other Transaction Document to which Creditor is a party.

(b) The execution, delivery and performance by Creditor of the Transaction Documents to which Creditor is a party, and the consummation by Creditor of the Transactions, do not violate any Laws or Orders to which Creditor is subject.

Section 4.03 Investment Representations.

(a) Creditor understands and agrees that the consummation of this Agreement including the delivery of the Shares to Creditor as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Shares are being acquired for Creditor’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(b) Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”).

(c) Creditor understands that the Shares are being offered and sold to Creditor in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein in order to determine the availability of such exemptions and the eligibility of Creditor to acquire the Shares.

(d) Creditor and Creditor’s advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by Creditor or Creditor’s advisors. Creditor and Creditor’s advisors, if any, have been afforded the opportunity to ask questions of the Company. Creditor understands that Creditor’s investment in the Shares involves a significant degree of risk. Creditor has received and reviewed the filings and reports made by the Company with the OTC Markets and the matters as discussed therein, including, without limitation the risks associated with the acquisition and ownership of the Shares.

(e) At no time was Creditor presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Creditor is not purchasing the Shares acquired by Creditor hereunder as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not

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limited to, any advertisement, article, notice or other communication regarding the Shares acquired by Creditor hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

(f) Creditor is acquiring the Shares for Creditor’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Shares. Further, Creditor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares.

(g) Creditor understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (1) the Shares are sold pursuant to an effective registration statement under the Securities Act, (2) Creditor shall have delivered to the Company, at the cost of Creditor, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (3) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of Creditor who agrees to sell or otherwise transfer the Shares only in accordance with this Section and who is an Accredited Investor, (4) the Shares are sold pursuant to Rule 144, (5) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), or (6) the Shares are sold pursuant to the exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities Act, and Creditor shall have delivered to the Company, at the cost of Creditor, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

(h) Creditor understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

(i) Creditor, either alone or together with Creditor’s representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Creditor is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

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(j) Creditor understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the transactions set forth herein.

(k) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended shall be included on any certificates representing the Shares. Creditor also understands that the Shares may bear the following or a substantially similar legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT SET FORTH HEREIN.

Section 4.04 Brokers. Creditor has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Article V. INDEMNIFICATION

Section 5.01 General Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and such other Party’s Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, an “Indemnified Party”), from and against any and all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting from any breach of any representation or warranty of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure the Indemnifying Party to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement of the other Transaction Documents by the Indemnifying Party.

Section 5.02 Procedures for Indemnification. In the event that an Indemnified Party shall incur or suffer any Losses in respect of which indemnification may be sought under this Article V against the Indemnifying Party, the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such indemnification. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss.

Section 5.03 Payment. Upon a determination of liability under this Article V the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five

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(5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement or the other Transaction Documents, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

Section 5.04 Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in this Agreement or the other Transaction Documents shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the other Transaction Documents, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Article VI. MISCELLANEOUS

Section 6.01 Notices.

(a) Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

if to the Company, to:

BioStem Technologies, Inc.

Attn: Jason Matuszewski

2836 Center Port Circle

Pompano Beach, FL 33064

Email: [***]

If to Creditor, to the address for Creditor as set forth in the books and records of the Company.

(b) Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

(c) Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 6.02 Attorneys’ Fees

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. In the event that any Party institutes any action or suit to enforce this Agreement or the other Transaction Documents or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 6.03 Amendments; No Waivers; No Third-Party Beneficiaries.

(a) This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties.

(b) Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement or the other Transaction Documents. No exercise of any right or remedy with respect to a breach of this Agreement or the other Transaction Documents shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d) Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or the other Transaction Documents or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

Section 6.04 Expenses. Unless otherwise contemplated or stipulated by this Agreement, all costs and expenses incurred in connection with this Agreement or the other Transaction Documents shall be paid by the Party incurring such cost or expense.

Section 6.05 Further Assurances. Following the Closing, each Party shall execute and deliver such documents and other papers and take such further action as may be reasonably required to carry out the provisions of the Transaction Documents.

Section 6.06 Successors and Assigns; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to

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pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

Section 6.07 Governing Law; Etc.

(a) This Agreement and the other Transaction Documents, and all matters based upon, arising out of or relating in any way to the Transactions or the Transaction Documents, including all disputes, claims or causes of action arising out of or relating to the Transactions or the Transaction Documents as well as the interpretation, construction, performance and enforcement of the Transaction Documents, shall be governed by the laws of the United States and the State of Florida, without regard to any jurisdiction’s conflict-of-laws principles.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA AND THE UNITED STATES FEDERAL COURTS, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.07(c).

(d) Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and

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only after consideration of the consequences of this waiver with legal counsel.

Section 6.08 Survival. The representations and warranties in this Agreement shall survive the Closing for a period of 12 months from the Closing Date, and no claim for indemnification may be made after such time. All covenants and agreements in this Agreement will survive until fully performed; provided, however, that, nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder, after such time for any breach thereof.

Section 6.09 Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

Section 6.11 Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

Section 6.12 Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement and the other Transaction Documents were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof and thereof in addition to any other remedy at law or in equity.

Section 6.13 Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

Section 6.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.

BioStem Technologies, Inc.

By: /s/ Andrew Van Vurst

Name: Andrew Van Vurst

Title: Chief Operating Officer

Jason Matuszewski

By: /s/ Jason Matuszewski

Name: Jason Matuszewski

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EX-10.10

Exhibit 10.10

Equity Exchange Agreement

By and Among

BioStem Technologies, Inc.

And

Andrew Van Vurst

TABLE OF CONTENTS

Article I.	DEFINITIONS	1
Section 1.01	Definitions.	1
Section 1.02	Interpretive Provisions.	2
Article II.	PURCHASE AND SALE; PURCHASE PRICE	3
Section 2.01	Purchase and Sale.	3
Section 2.02	Deliverables at Closing.	3
Section 2.03	Closing.	3
Article III.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3
Section 3.01	Authorization of Transactions.	3
Section 3.02	Governmental Approvals; Non-contravention.	4
Section 3.03	Brokers.	4
Article IV.	REPRESENTATIONS AND WARRANTIES OF BUYER	4
Section 4.01	Authorization of Transactions.	4
Section 4.02	Governmental Approvals; Non-contravention.	4
Section 4.03	Investment Representations.	5
Section 4.04	Brokers.	7
Article V.	INDEMNIFICATION	7
Section 5.01	General Indemnification.	7
Section 5.02	Procedures for Indemnification.	7
Section 5.03	Payment.	7
Section 5.04	Effect of Knowledge on Indemnification.	7
Article VI.	MISCELLANEOUS	8
Section 6.01	Notices.	8
Section 6.02	Attorneys’ Fees	8
Section 6.03	Amendments; No Waivers; No Third-Party Beneficiaries.	9
Section 6.04	Expenses.	9
Section 6.05	Further Assurances.	9
Section 6.06	Successors and Assigns; Benefit.	9
Section 6.07	Governing Law; Etc.	10
Section 6.08	Survival.	10
Section 6.10	Severability.	11
Section 6.11	Entire Agreement.	11
Section 6.12	Specific Performance.	11
Section 6.13	Construction.	11
Section 6.14	Counterparts.	11

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Equity Exchange Agreement

This Equity Exchange Agreement (this “Agreement”) is entered into as of March 31, 2022 (the “Closing Date”), by and among BioStem Technologies, Inc., a Florida corporation (the “Company”) and Andrew Van Vurst (“Creditor”). The Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”

WHEREAS, as of the Closing Date, the Creditor is owed $385,442 by the Company in past due salary which is due and payable to the Creditor by the Company for services rendered (the “Obligations”); and

WHEREAS, in satisfaction in full of the Obligations, the Creditor is willing to accept the Shares (as defined below) subject to the terms and conditions herein (the “Exchange”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have the following meanings:

(a) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person.

(b) “Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Florida generally are authorized or required by Law or other governmental actions to close.

(c) “Common Stock” means the common stock, par value $0.001 per share, of the Company.

(d) “Contract” means any contract, commitment, understanding or agreement (whether oral or written).

(e) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

(f) “Governmental Entity” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory authority, reporting entity or agency, domestic, foreign or supranational.

(g) “Law” means any applicable foreign, federal, state or local law (including common law),

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statute, treaty, rule, directive, regulation, ordinances and similar provisions having the force or effect of law or an Order of any Governmental Entity.

(h) “Liabilities” means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or un asserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense.

(i) “Lien” means, with respect to any property or asset, any lien, security interest, mortgage, pledge, charge, claim, lease, agreement, right of first refusal, option, limitation on transfer or use or assignment or licensing, restrictive easement, charge or any other restriction of any kind, and any conditional sale or voting agreement or proxy, and including any restriction on the ownership, use, voting, transfer, possession, receipt of income or other exercise of any attributes of ownership, in respect of such property or asset, and any agreement to give any of the foregoing.

(j) “Losses” means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.

(k) “Order” means any judgment, writ, decree, determination, award, compliance agreement, settlement agreement, injunction, ruling, charge, judicial or administrative order, determination or other restriction of any Governmental Entity or arbitrator.

(l) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

(m) “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

(n) “Transactions” means the purchase and sale of the Shares and the other transactions contemplated under the Transaction Documents.

(o) “Transaction Documents” means this Agreement and any other agreement, document, certificate or writing delivered or to be delivered in connection with this Agreement and any other document related to the Transactions related to the forgoing, including, without limitations, those delivered at the Closing.

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; the terms “Dollars” and “$” mean United States Dollars, unless otherwise specified herein; references herein to a specific Section, Subsection or Recital shall refer, respectively, to Sections, Subsections or Recitals of this Agreement; wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

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references herein to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. PURCHASE AND SALE; PURCHASE PRICE

Section 2.01 Exchange and Satisfaction. The Obligations will be exchanged for the Shares and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement:

(a) Subject to the terms and conditions of this Agreement and as set forth below, at the Closing (as defined below) the Company shall issue to Creditor 550,631 shares of Common Stock (the “Shares”).

(b) The Shares shall be deemed earned in full as of Closing Date.

(c) Effective as of the Closing Date, the Creditor hereby acknowledges and agrees that any and all amounts remaining owed in connection with the Obligations are hereby forgiven and the Obligations are deemed paid and satisfied in full. Effective as of the Effective Date, Creditor hereby irrevocably, unconditionally and forever releases, discharges and remises the Company from any and all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that Creditor may have now or may have in the future, against the Company to the extent that those claims arose, may have arisen, or are based on, the Obligations.

Section 2.02 Share Issuance. At the Closing (as defined below) the Company shall issue to Creditor the Shares via book entry in the books and records of the Company, and the Parties acknowledge that the Shares shall not be certificated.

Section 2.03 Closing. On the terms set forth herein, the closing of the Transactions (the “Closing”) shall take place by conference call and electronic communication (i.e., emails/pdf) or facsimile, with exchange of original signatures to follow by mail, on the Closing Date.

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Article III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Creditor that the following representations and warranties contained in this Article III are true and correct as of the Closing Date:

Section 3.01 Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 3.02 Governmental Approvals; Non-contravention.

(a) No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity or Person is necessary for the execution, delivery or performance by the Company of this Agreement or any other Transaction Document to which the Company is a party.

(b) The execution, delivery and performance by the Company of the Transaction Documents to which the Company is a party, and the consummation by the Company of the Transactions, do not (i) violate any Laws or Orders to which the Company is subject or (ii) violate, breach or conflict with any provision of the Company’s organizational documents.

Section 3.03 Brokers. The Company has not engaged, or caused to be incurred any Liability or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of the Transaction Documents to which it is a party, or the Transactions.

Article IV. REPRESENTATIONS AND WARRANTIES OF BUYER

Creditor represents and warrants to the Company that the following statements contained in this Article IV are true and correct as of the Closing Date:

Section 4.01 Authorization of Transactions. Creditor is a natural person and has the requisite power and capacity to execute and deliver the Transaction Documents to which Creditor is a party and to perform Creditor’s obligations hereunder and thereunder. The execution, delivery and performance by Creditor of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of Creditor. The Transaction Documents to which Creditor is a party have been duly and validly executed and delivered by Creditor. Each Transaction Document to which Creditor is a party constitutes the valid and legally binding obligation of Creditor, enforceable against Creditor in accordance with its terms

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and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 4.02 Governmental Approvals; Non-contravention.

(a) No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity is necessary for the execution, delivery or performance by Creditor of this Agreement or any other Transaction Document to which Creditor is a party.

(b) The execution, delivery and performance by Creditor of the Transaction Documents to which Creditor is a party, and the consummation by Creditor of the Transactions, do not violate any Laws or Orders to which Creditor is subject.

Section 4.03 Investment Representations.

(a) Creditor understands and agrees that the consummation of this Agreement including the delivery of the Shares to Creditor as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Shares are being acquired for Creditor’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(b) Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”).

(c) Creditor understands that the Shares are being offered and sold to Creditor in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein in order to determine the availability of such exemptions and the eligibility of Creditor to acquire the Shares.

(d) Creditor and Creditor’s advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by Creditor or Creditor’s advisors. Creditor and Creditor’s advisors, if any, have been afforded the opportunity to ask questions of the Company. Creditor understands that Creditor’s investment in the Shares involves a significant degree of risk. Creditor has received and reviewed the filings and reports made by the Company with the OTC Markets and the matters as discussed therein, including, without limitation the risks associated with the acquisition and ownership of the Shares.

(e) At no time was Creditor presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Creditor is not purchasing the Shares acquired by Creditor hereunder as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not

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limited to, any advertisement, article, notice or other communication regarding the Shares acquired by Creditor hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

(f) Creditor is acquiring the Shares for Creditor’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Shares. Further, Creditor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares.

(g) Creditor understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (1) the Shares are sold pursuant to an effective registration statement under the Securities Act, (2) Creditor shall have delivered to the Company, at the cost of Creditor, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (3) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of Creditor who agrees to sell or otherwise transfer the Shares only in accordance with this Section and who is an Accredited Investor, (4) the Shares are sold pursuant to Rule 144, (5) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), or (6) the Shares are sold pursuant to the exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities Act, and Creditor shall have delivered to the Company, at the cost of Creditor, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

(h) Creditor understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

(i) Creditor, either alone or together with Creditor’s representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Creditor is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

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(j) Creditor understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the transactions set forth herein.

(k) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended shall be included on any certificates representing the Shares. Creditor also understands that the Shares may bear the following or a substantially similar legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT SET FORTH HEREIN.

Section 4.04 Brokers. Creditor has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Article V. INDEMNIFICATION

Section 5.01 General Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and such other Party’s Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, an “Indemnified Party”), from and against any and all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting from any breach of any representation or warranty of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure the Indemnifying Party to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement of the other Transaction Documents by the Indemnifying Party.

Section 5.02 Procedures for Indemnification. In the event that an Indemnified Party shall incur or suffer any Losses in respect of which indemnification may be sought under this Article V against the Indemnifying Party, the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such indemnification. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss.

Section 5.03 Payment. Upon a determination of liability under this Article V the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five

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(5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement or the other Transaction Documents, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

Section 5.04 Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in this Agreement or the other Transaction Documents shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the other Transaction Documents, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Article VI. MISCELLANEOUS

Section 6.01 Notices.

(a) Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

if to the Company, to:

BioStem Technologies, Inc.

Attn: Jason Matuszewski

2836 Center Port Circle

Pompano Beach, FL 33064

Email: [***]

If to Creditor, to the address for Creditor as set forth in the books and records of the Company.

(b) Any Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.

(c) Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 6.02 Attorneys’ Fees

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. In the event that any Party institutes any action or suit to enforce this Agreement or the other Transaction Documents or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 6.03 Amendments; No Waivers; No Third-Party Beneficiaries.

(a) This Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties.

(b) Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

(c) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement or the other Transaction Documents. No exercise of any right or remedy with respect to a breach of this Agreement or the other Transaction Documents shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d) Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or the other Transaction Documents or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

Section 6.04 Expenses. Unless otherwise contemplated or stipulated by this Agreement, all costs and expenses incurred in connection with this Agreement or the other Transaction Documents shall be paid by the Party incurring such cost or expense.

Section 6.05 Further Assurances. Following the Closing, each Party shall execute and deliver such documents and other papers and take such further action as may be reasonably required to carry out the provisions of the Transaction Documents.

Section 6.06 Successors and Assigns; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to

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pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

Section 6.07 Governing Law; Etc.

(a) This Agreement and the other Transaction Documents, and all matters based upon, arising out of or relating in any way to the Transactions or the Transaction Documents, including all disputes, claims or causes of action arising out of or relating to the Transactions or the Transaction Documents as well as the interpretation, construction, performance and enforcement of the Transaction Documents, shall be governed by the laws of the United States and the State of Florida, without regard to any jurisdiction’s conflict-of-laws principles.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA AND THE UNITED STATES FEDERAL COURTS, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.07(c).

(d) Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and

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only after consideration of the consequences of this waiver with legal counsel.

Section 6.08 Survival. The representations and warranties in this Agreement shall survive the Closing for a period of 12 months from the Closing Date, and no claim for indemnification may be made after such time. All covenants and agreements in this Agreement will survive until fully performed; provided, however, that, nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder, after such time for any breach thereof.

Section 6.09 Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

Section 6.11 Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

Section 6.12 Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement and the other Transaction Documents were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof and thereof in addition to any other remedy at law or in equity.

Section 6.13 Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

Section 6.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.

BioStem Technologies, Inc.

By: /s/ Jason Matuszewski

Name: Jason Matuszewski

Title: Chief Executive Officer

Andrew Van Vurst

By: /s/ Andrew Van Vurst

Name: Andrew Van Vurst

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EX-10.11

Exhibit 10.11

Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

THIS DISTRIBUTION AND SERVICES AGREEMENT ("Agreement")effective as of September 8, 2023 (the "Effective Date"), by and between Venture Medical, LLC with an address of 211 North Higgins Avenue, Suite 305, Missoula, MT 59802 ("Distributor")and BioStem Technologies, Inc., with its principal place of business located at 2836 Center Port Circle, Pompano Beach, FL 33064 ("Company").Each of Company and Distributor are referred to individually herein as a "Party" and, collectively, as the "Parties."

WHEREAS, Distributor desires to obtain the exclusive right, within a defined territory, to market and sell Company's Products (as hereinafter defined) to the Accounts (as hereinafter defined) as specified in this Agreement;

WHEREAS, Company desires to grant to Distributor such exclusive right; and WHEREAS, Company desires Distributor to perform other services on behalf of Company,

as specified in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1.Appointment and Acceptance.

•Subject to the terms and conditions of this Agreement, Company hereby appoints Distributor and Distributor hereby accepts its appointment to be Company's distributor to acquire, inventory, distribute, market, promote and sell Company's human cell and tissue products that are specifically set forth in Exhibit A, (the "Products") solely to the types of customers listed on Exhibit E (collectively, "Accounts") as permitted under Applicable Laws (as defined hereinafter) in the United States (including its territories, possessions, domestic and overseas military bases, and the Commonwealth of Puerto Rico) (collectively, the "Territory"), and Distributor hereby accepts such appointment. Company agrees throughout the Term not to engage or sell to any other third-party wholesale or specialty distributors to distribute the Products to any Account within the Territory unless, during the Term of this Agreement, Distributor has purchased less than the Minimum Purchase Amount (as described in Section 4 hereof) during any calendar quarter. Such limitation shall not apply to direct distribution of Products by Company to customers. For purposes of this Agreement, the term "Accounts," which are the customers listed on Exhibit E, means any person or entity, including state, local, and Federal government entities, purchasing Product for individual or, as applicable, state, local or Federal government use or application and not for resale or redisposition, and expressly excludes patients. Distributor acknowledges and agrees that (i) Company may directly or indirectly (through its employees, or other agents, distributors or otherwise) market, promote and sell Products to the Accounts outside of the Territory without restriction; and (ii) Company may remove any Product from Exhibit A unilaterally upon notice to Distributor if Company ceases to produce such Product; provided, however, that if Company ceases to produce a Product (a "Discontinued Product") and, prior to or after such cessation, produces a product (a "Replacement Product") that is substantially similar to such Discontinued Product, then the parties shall negotiate in good faith to reach agreement to add such Replacement Product to Exhibit A or enter into a new agreement, on terms substantially similar to the terms of this Agreement, covering such Replacement Product. If a Product is

removed from Exhibit A, Distributor may no longer acquire, inventory, distribute, market, promote or sell such Product, in which case the terms of Section 19(c)(v) shall apply as to the removed Product.

(a)As used herein "Affiliate" means any natural person, corporation, limited liability company, partnership, limited liability partnership, or other legal entity (each, a "Person") that controls, is controlled by or is under common control with a Party. For purposes of this definition, "control," and its conjugates, means the possession, directly or indirectly of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract or otherwise.

2.Term. Unless earlier terminated as provided in this Agreement, this Agreement shall be for a term of three (3) years from the Effective Date (the "Initial Term"). The Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term") unless either Party gives notice to the other Party of its intent not to renew the Agreement no less than ninety (90) days prior to the expiration of the Initial Term or then-current Renewal Term. If either Party gives notice to the other Party of its intent not to renew, or if this Agreement is terminated as provided, Distributor will use good faith efforts to minimize its inventory of Products remaining at the effective date of the termination. The Initial Term and any and all Renewal Terms shall collectively be referred to herein as the "Term."

3.Certain Obligations of Distributor.

(a)Distributor shall use best efforts to promote, distribute, market and sell the Products only to Accounts in the Territory and shall provide adequate support to such Accounts in connection with the Products. To this end, Distributor shall [***]. For purposes of this Agreement, "Applicable Laws" includes, without limitation, all Healthcare Laws. For purposes of this Agreement, "Healthcare Laws" means the federal Stark Law, the federal False Claims Act, the federal health care program Anti­ Kickback Statute (including, without limitation, final rules published by the Department of Health and Human Services, the Office of the Inspector General ("OIG") and the Centers for Medicare and Medicaid Services ("CMS") related to each of the foregoing), the privacy and criminal fraud provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") (as amended by the Health Information Technology for Economic and Clinical Health Act of 2009), the Physician Payments Sunshine Act, the federal Food, Drug, and Cosmetics Act ("FDCA"), the federal Public Health Service Act, the applicable requirements of Medicare, Medicaid and other government health care programs, including the Veterans Health Administration and U.S. Department of Defense health care and contracting programs, the federal civil monetary penalties statute, similar state laws, any regulations or guidance promulgated under such federal or state laws, including 21 C.F.R Part 1271, each as may be amended from time to time. If Distributor learns of any actual or potential violation of any Applicable Law by Distributor or any Representative, Distributor shall promptly notify Company in writing of the actual or potential violation, subject to Distributor's right to refuse to incriminate itself as may apply under the Fifth Amendment to the federal Constitution or any applicable State constitution. Distributor shall reasonably cooperate with and assist Company in pursuing any investigation and corrective action that Company deems appropriate, including, if reasonably requested by Company, the removal of any such Representative from involvement in the performance of activities under this Agreement. Distributor is solely responsible, as between Distributor and Company, for its Representatives' compliance with all Applicable Laws, and all Representatives authorized to perform activities in connection with this Agreement must either be (a) employed by Distributor; or

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(b) engaged by Distributor pursuant to a written agreement that explicitly requires the relevant individual or entity to agree to comply with, at a minimum, all Applicable Laws including Healthcare Laws, and the requirements set forth in Exhibit C. As used herein "Representative" shall mean any employee, officer, director, agent, contractor or representative of Distributor or of any of its Affiliates.

(b)Distributor and its Representatives shall refrain from making any representations or warranties in respect of the Products, except as expressly permitted in Exhibit C.

(c)Distributor and its Representatives shall not engage in deceptive, misleading or unethical practices that disparage or otherwise injure the reputation and good standing of Company, Company's products (including the Products), or Company's Affiliates. Further, Distributor will not disparage or otherwise intentionally or recklessly injure the reputation and good standing of Company's employees, agents, customers or representatives;

(d)Distributor shall comply with any credentialing program established by any Account to which Distributor solicits or sells Products.

(e)Distributor shall provide to Company, upon request, copies of Distributor's FDA registrations for facilities in which Products will be stored.

(f)Distributor agrees that it shall not, and is not permitted to, (i) acquire, inventory, distribute, market, promote or sell any Company product not set forth on Exhibit A (as such Exhibit may be updated from time to time in accordance with this Agreement); (ii) distribute, market, promote or sell any Products to any customer, person, or entity who is not an Account;

(iii) list any Company product on a state, federal, or local government contract or purchasing schedule without prior written agreement from Company; or (iv) purchase any Product pursuant to this Agreement except in accordance with the terms of this Agreement and Exhibit C hereto. Distributor shall provide prompt written notice to, and reasonably cooperate with, Company: (1) if Distributor receives an order for Product from a customer or any person or entity who is not an Account as defined in this Agreement, and/or (2) if Distributor has reason to believe that an Account is exporting Products or if Distributor becomes aware of any entity or person offering, selling or purchasing diverted Products.

(g)Distributor will perform certain Services for Company as defined and described on Exhibit D, for which Company will pay Distributor a Services Fee (also described on Exhibit D). All Services will be performed consistently with the terms of this Agreement, including the exhibits hereto.

4.Purchase of Products by Distributor. Distributor shall purchase at least [***]of Products each calendar quarter during the Term, pro-rated for partial quarters (the "Minimum Purchase Amount"). From and after the date a [***], the Minimum Purchase Amount shall be increased to [***]per calendar quarter, pro-rated for partial quarters. Distributor shall purchase Product through the issuance of firm purchase orders/purchase emails to Company (each referred to herein as a "Stocking Order")via e-mail to [***] using Company's then-current form of purchase order attached to such e-mail or using such other manner and format to be specified in writing by Company. Each Stocking Order shall: (a) be for at least [***]of Product and (b) specify the total number of each type of Product being ordered, requested shipment date(s) and requested delivery location(s) and must comply with Company's then-current lead time as Company shall have notified Distributor from time to time. Company reserves the right to reject, in whole or in part, any Stocking Order submitted by Distributor for which insufficient Products are available to

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be shipped to Distributor or if Distributor is in breach of any material provision of this Agreement after notice and expiration of any applicable cure period. Without limiting the foregoing, any provision in a Stocking Order that conflicts with or is in addition to the terms of this Agreement shall be ineffective and not binding on either Party, unless specifically incorporated in a written amendment to this Agreement executed by authorized representatives of both Parties.

5.Price, Invoicing and Payment.

(a)Price. The purchase price payable by Distributor for Products purchased by Distributor from Company hereunder shall be, as set forth on Exhibit B, the WAC for the Product at the time the applicable Stocking Order is received by Company. As used herein, "WAC" means the wholesale acquisition cost for the Product as determined by Company. Distributor is solely responsible for remittance of any applicable tax, duty, custom or other fee imposed by any federal, state or local governmental authority on Product purchases.

(b)[***]

(i)[***]

(ii)[***]

(iii)[***]

(c)Invoicing and Payment.

(i)Company shall provide Distributor with an invoice for Products purchased by Distributor hereunder promptly with or following the shipment of such Products.

(ii)Distributor shall pay the amounts invoiced by Company for Stocking Orders within [***]following the date of the invoice. Distributor is responsible for full payment of all amounts invoiced by Company for Distributor's purchases of Products regardless of the reimbursement, or potential for reimbursement, of any of the Products by CMS, net of invoiced amounts owed to Distributor by Company for bona fide services as provided in this Agreement. Notwithstanding the foregoing, amounts invoiced by the Company that are related to orders for which an active appeal by the Account is in process shall not be due until the conclusion of such appeal and then only in such amount as may be appropriate and proportional given the outcome of the appeal.

(iii)Any late payments shall bear interest at the lesser of the rate of one and one half percent (1.5%) per month or the highest rate permissible under Applicable Laws, calculated daily and compounded monthly, and Distributor shall reimburse and indemnify Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorney's fees, court costs, and collection agency fees. Distributor shall be solely responsible for collecting payment from the Accounts and bear all risk of non-payment or late payment by such Accounts.

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6.Delivery and Inspection.

(a)Delivery. Distributor shall receive each shipment of Product ordered by Distributor and sent to the address specified in the Stocking Order, [***] attached hereto and incorporated herein, as may be amended from time to time upon written agreement of the Parties (each a "Distribution Center").All prices are F.O.B. origin, and are exclusive of all transportation, insurance, customs and import duties, value added and sales taxes and other charges relating to or arising out of the supply of the Products to Distributor or Customer, which shall be the responsibility of Distributor to pay. Distributor shall pay for all shipments of Product from Company to a Distribution Center or Customer.

(b)Shipping. Distributor shall be responsible for arranging for shipping with its designated shipping courier and for the costs of packaging and shipping Product to the relevant Distribution Center or Customer.

(c)Title and Risk of Loss. Product is shipped under ambient conditions. Title to, and sole risk of loss for, ordered Product shall transfer from Company to the Distributor immediately upon the provision of the Product by Company to the shipping carrier, who has been retained by Distributor to deliver the Product to the Distribution Center. Again, all deliveries of the Product shall be made in Company's facilities whereupon title and sole risk of loss and expense for Product shall immediately transfer to Distributor once Company provides the Products to the shipping carrier..

(d)Product Tracking. Distributor shall maintain appropriate records of all sales, including without limitation, a complete list of Products sold and the date of sale, price, date of delivery, Account name, Account address (city, state and zip code), Account contact name, telephone number, specific Products purchases, and any other information reasonably requested by Company to enable Company to fulfill warranty service, recall and FDA tracking requirements.

Inspection. Distributor will inspect each shipment of Products for obvious damage when Distributor receives the shipment. If Distributor finds damaged or obviously defective Product in a shipment, it will provide written notice (each, a "Damage Notice") to Company, describe the damage or defect and request a return authorization form. The notice and request for return must be provided within 10 days following receipt of the shipment (the day of receipt will be counted as one of the days) or the Products will be deemed accepted by Distributor, except as otherwise provided in this paragraph. If Distributor does not give a Damage Notice during the 10-day period, or the damage or obvious defect is due to the act or omission of Distributor, the carrier or a third patty, then Company will have no obligation to replace the Products and Distributor will pay for the Product in accordance with the provisions of this Agreement. In the event of any latent damage or defects which cannot reasonably be discovered by Distributor using commercially reasonable incoming inspection procedures, Distributor shall give a Damage Notice within five (5) days of discovering such damage or defect. The only remedy available to Distributor for a damaged Product is to receive a replacement, excepting only damaged Products that have been discontinued by Company, for which Company will provide Distributor a full refund.

(e)Storage. Distributor shall store and maintain Product in accordance with all Applicable Laws, the Product labeling and any written storage instructions provided by Company. Distributor shall contractually require that all Accounts (i) store Products solely at FDA registered tissue banks accredited by the American Association of Tissue Banks® ("AATB") or another FDA registered tissue bank location suitable for the storage of the Products in compliance with AATB Guidelines and Applicable Laws; and (ii) ensure that the Products are, at all times, stored,

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handled and used in strict compliance with the Company-provided instructions for use ("IFU"), Applicable Laws, and the Standards for Tissue Banking and all other guidance issued by the AATB (collectively, "AATB Guidance"). Distributor shall also ensure that each of Company's Distribution Centers meets such requirements. Distributor shall further instruct all Accounts to review the IFU and all other package inserts and labels provided alongside the Product.

7.Representations and Warranties.

(a)Company Representations and Warranties. Company hereby represents and warrants the following to Distributor:

(i)Company is a corporation, duly organized and validly existing under the laws of the State of Florida;

(ii)Company has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;

(iii)The execution of this Agreement by Company's representative whose signature is set forth at the end of this Agreement, and the delivery and performance of this Agreement by Company, have been fully authorized by all necessary corporate action on the part of Company;

(iv)Company has duly executed and delivered this Agreement and this Agreement constitutes the legally binding obligation of Company enforceable against Company in accordance with its terms, subject to bankruptcy, insolvency and creditors' rights laws as may apply;

(v)Company's performance hereunder will not involve the improper use or disclosure of any trade secret information of any third party or the infringement of any intellectual property ownership or rights of any third party;

(vi)The execution, delivery, and performance of this Agreement by Company will not violate, conflict with, require consent under or result in any breach or default under (a) any of Company's organizational documents; (b) any Applicable Law; or (c) with or without notice or lapse of time or both, the provisions of any material contract to which Company is a party;

(vii)Company has obtained all material licenses, authorizations, approvals, consents or permits required by Applicable Laws to conduct its business generally and to exercise its rights and perform its obligations under this Agreement; and

(viii)Company's Products provided to Distributor comply with all Applicable Laws.

(b)Distributor Representations and Warranties. Distributor hereby represents and warrants the following to Company:

(i)Distributor is a limited liability company, duly organized and

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validly existing under the laws of the State of Montana;

(ii)Distributor has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;

(iii)The execution of this Agreement by Distributor's representative whose signature is set forth at the end of this Agreement, and the delivery and performance of this Agreement by Distributor, have been fully authorized by all necessary corporate action on the part of Distributor;

(iv)Distributor has duly executed and delivered this Agreement and this Agreement constitutes the legally binding obligation of Distributor enforceable against Distributor in accordance with its terms, subject to bankruptcy, insolvency and creditors' rights laws as may apply;

(v)Distributor's performance hereunder will not involve the use or disclosure of any trade secret information of any third party or the infringement of any intellectual property ownership or rights of any third party;

(vi)The execution, delivery, and performance of this Agreement by Distributor will not violate, conflict with, require consent under or result in any breach or default under (a) any of Distributor's organizational documents; (b) any Applicable Law; or (c) with or without notice or lapse of time or both, the provisions of any material contract to which Distributor is a party;

(vii)Neither it nor any of its Affiliates,' or its or their respective Representatives or family members has or shall have any financial relationship with any physician, hospital or any other health care supplier or provider who is in a position to refer or recommend the use of Products ("Healthcare Provider"). For purposes of this

subsection, the term "financial relationship" includes, but is not limited to, any direct or indirect cash or other benefit granted to any Healthcare Provider including, but not limited to, an equity, profit­ sharing or similar interest, gifts that are not in compliance with Applicable Law, a Party's applicable code of conduct, or loans or cash advances of any kind; and

(viii)Distributor has obtained all material licenses, authorizations, approvals, consents or permits required by Applicable Laws to conduct its business generally and to exercise its rights and perform its obligations under this Agreement.

8.Disclaimers and Limitation of Liability.

(a)Disclaimer of Product Warranties. Distributor acknowledges and agrees that the Company literature packaged with the Products (the "Product Literature") contains all warranties, representations, and disclosures concerning the Products and their use. Distributor has no authority, express or implied, to make any warranties, representations, or disclosures, nor to

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authorize any of its representatives to make any warranties, representations, or disclosures, beyond those provided by Company within the Product packaging. DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT PRODUCTS ARE NOT SUBJECT TO APPROVAL BY THE FDA OR OTHER REGULATORY AUTHORITIES. EXCEPT AS MAY BE SET FORTH IN THE PRODUCT LITERATURE, NO WARRANTY CONCERNING THE PRODUCTS OR THE USE THEREOF IS EXTENDED TO DISTRIBUTOR OR ANY THIRD PARTY UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY'S SOLE LIABILITY FOR BREACH OF ANY WARRANTY RELATING TO THE PRODUCTS SHALL BE, AT COMPANY'S SOLE DISCRETION, CREDIT FOR OR REPLACEMENT OF THE NONCONFORMING PRODUCT.

(b)Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 8(a), COMPANY DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS, THE USE THEREOF, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES OF SAFETY, ACCURACY, OR NON-INFRINGEMENT; AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ANY PRODUCT WOULD BE OR COULD BE CLEARED, APPROVED OR LICENSED FOR ANY USE, CLINICAL OR OTHERWISE, OR THAT ANY PRODUCT IS COMPLIANT WITH ANY LAWS OR REGULATORY REQUIREMENTS THAT WOULD APPLY IN THE EVENT THE PRODUCT IS REGULATED BY THE FDA OR OTHER REGULATORY AUTHORITY.

(c)LIMITATION OF LIABILITY. COMPANY'S LIABILITY WITH RESPECT TO THE PRODUCTS OR THEIR USE (INCLUDING LIABILITY UNDER THIS

AGREEMENT OR ANY OTHER CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL DAMAGES, OR LOST PROFITS), INCLUDING ANY USE IN VIOLATION OF THE APPLICABLE !FU OR APPLICABLE LAWS AND REGULATIONS, IS LIMITED EXCLUSIVELY TO THE REMEDY PROVIDED IN SECTION 8(a), AND NO OTHER RIGHT OR REMEDY WILL BE AVAILABLE TO ANY PERSON OR ENTITY WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, (IN NO EVENT WILL COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES' COLLECTIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER EXCEED THE AMOUNT OF AVAILABLE INSURANCE COVERAGE. DISTRIBUTOR ACKNOWLEDGES THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS AGREEMENT IS BASED ON THE LIMITATIONS DESCRIBED ABOVE.

(d)EXCLUSION OF CERTAIN DAMAGES. EXCEPT AS OTHERWISE STATED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTHING IN THIS SECTION 8 SHALL BE CONSTRUED TO LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER THIS AGREEMENT; (B) THE RIGHTS OR OBLIGATIONS OF EITHER PARTY WITH RESPECT TO (I) THE INFRINGEMENT OR

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MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS OR (2) UNAUTHORIZED USE OR DISCLOSURE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION; (C) DISTRIBUTOR'S LIABILITY FOR VIOLATION OF APPLICABLE LAWS OR THE INSTRUCTIONS FOR USE IN ITS OR ITS CUSTOMERS' COMMERCIALIZATION OR USE OF ANY PRODUCT; (D) COMPANY'S VIOLATION OF APPLICABLE LAWS, OR (E) EITHER PARTY'S LIABILITY TO THE OTHER FOR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL BIOSTEM BE LIABLE TO DISTRIBUTOR FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE (INCLUDING LOST PROFITS) TO THE EXTENT ARISING OUT OF OR RELATING TO DISTRIBUTOR'S OR DISTRIBUTOR'S CUSTOMER'S COMMERCIALIZATION OR USE OF ANY PRODUCT IN VIOLATION OF THE INSTRUCTIONS FOR USE OR APPLICABLE LAW.

9.Indemnification.

(a)Indemnification by Distributor. Distributor shall indemnify, defend, and hold harmless Company, its subsidiaries and Affiliates, and each of their respective officers, directors, , employees and agents (the "Company Indemnitees"), against and from all damages, losses, fees, costs, expenses or other liability (including reasonable attorneys' fees) incurred in connection with any and all third party claims, suits, investigations or enforcement actions (each a "Claim" and collectively, the "Claims") to the extent that such Claims result from or are attributable to:

(i)any untruth or inaccuracy in any warranty or representation made by Distributor in this Agreement;

(ii)Distributor's or any Representative's breach of any provision of this Agreement;

(iii)infringement of a third party's intellectual property rights by reason of Company's use of Distributor's service names, logos, brands, trademarks, service marks, trade dress, and other proprietary designations, or information, or material made available by Distributor to Company under or in connection with this Agreement (the "Distributor Marks") that infringes, misappropriates, or otherwise violates a third party’s patents, copyrights, trade secrets, trademarks, or other intellectual property rights; provided that any such indemnity shall not apply to the extent arising out of a matter for which the Claim is the result of a Company Indemnitee's negligence, misuse of the Distributor Marks, breach of the Agreement, or violation of Applicable Law;

(iv)any written representation or warranty given by Distributor or any Representative with respect to the Products (other than the labeling of the Products by Company), (iii) the manufacture, use or sale of any product not supplied by Company that is sold or combined with a Product;

(v)the negligence, gross negligence, recklessness or willful misconduct of any Representative or Distributor Indemnitee (as defined below); or

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(vi)the violation by Distributor or any Representative of any Applicable Laws.

(b)Indemnification by Company. Subject to Section 8, and to the extent permitted by Applicable Laws, Company shall indemnify, defend, and hold harmless Distributor, its subsidiaries and Affiliates, and each of their respective officers, directors, employees and agents (the "Distributor Indemnitees"), against and from all Claims to the extent that such Claims result from or are attributable to:

(i)any untruth or inaccuracy in any warranty or representation made by Company in this Agreement;

(ii)Company's or any Company employee's or agent's breach of any provision of this Agreement;

(iii)the death or bodily injury of a patient administered a Product to the extent such Claims are established by a court of competent jurisdiction to arise primarily from a manufacturing defect resulting in the transmission of relevant communicable disease agents or diseases ("RCDADs") as defined at 21 C.F.R. § 1271.3(r)(l) and

(2). For purposes of clarity, Company's indemnification obligations under this subsection to Distributor shall only arise after it has been proven by Distributor that the Claims arise directly from the transmission of RCDADs resulting from the manufacture of a Product;

(iv)infringement of a third party's intellectual property rights by reason of Distributor's use of the Company's service names, logos, brands, trademarks, service marks, trade dress, and other proprietary designations, or information, or material made available by Company to Distributor under or in connection with this Agreement (the "Company Marks"), that infringes, misappropriates, or otherwise violates a third party's patents, copyrights, trade secrets, trademarks, or other intellectual property rights; provided that any such indemnity shall not apply to the extent arising out of a matter for which the Claim is the result of a Distributor Indemnitee's negligence, misuse of the Company Marks, breach of the Agreement, or violation of Applicable Law;

(v)the negligence, gross negligence, recklessness or willful misconduct of any Company Indemnitee; or

(vi)the violation by Company of any Applicable Laws.

Company shall have no obligations under this Section 9(b) to the extent that any such Claims arise as a result of any Distributor Indemnitee' s: (i) failure to comply with any applicable FDA or other regulatory authority requirements or Applicable Laws; (ii) improper or unauthorized usage or administration of any Product or materials provided by Company hereunder; or (iii) negligence, recklessness, willful misconduct or breach of this Agreement.

(c)Indemnification Procedures.

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(i)If either Party (in such situation, the "Indemnitee") receives notice or otherwise obtains knowledge of (x) any matter or threatened matter arising from the claim of a third party that may give rise to an indemnification claim against the other Party (in such situation, the "Indemnitor") or (y) any matter or set of facts that may give rise to a Claim against the other Party (in such situation, the "Indemnitor") that is direct (i.e., does not arise from the claim of a third party), then the Indemnitee shall promptly give notice to the Indemnitor describing, to the extent practicable, such matter in reasonable detail. The failure to make timely delivery of such written notice by the Indemnitee to the Indemnitor shall not relieve the Indemnitor from any liability with respect to such matter, except to the extent the Indemnitor is materially prejudiced by such failure. The Indemnitor shall have the right, at its option, to assume the defense of any such matter with its own counsel, which counsel shall be reasonably acceptable to the Indemnitee.

(ii)If the Indemnitor elects to assume the defense of any such matter, then:

a)notwithstanding anything to the contrary contained in this Agreement, the Indemnitor shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys' fees or other expenses incurred on behalf of the Indemnitee in connection with such matter following the Indemnitor's election to assume the defense of such matter, unless (x) the Indemnitor fails to defend diligently the Claim within thirty

(30) days after receiving notice of such failure from the Indemnitee, (y) the Indemnitee reasonably shall have concluded (based upon written advice of its counsel) that there are one or more material legal defenses available to such Indemnitee or other Indemnitees that are not available to the Indemnitor, or (z) the Indemnitee reasonably shall have concluded (based upon written advice of its counsel) that, with respect to such claims, the Indemnitee and the Indemnitor may have different, conflicting, or adverse legal positions or interests in such matter;

b)the Indemnitee shall make available to the Indemnitor all books, records and other documents and materials that are under the control of the Indemnitee or any of the Indemnitee's Affiliates that the Indemnitor requests, and shall cooperate in all reasonable ways with, and make its employees and advisors available and otherwise render reasonable assistance to, the Indemnitor and its counsel, advisors and other agents; and

c)the Indemnitor shall not, without the written consent of the Indemnitee, which shall not be unreasonably withheld or delayed, settle or compromise any pending or threatened Claim in respect of which indemnification may be sought

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hereunder (whether or not the Indemnitee is an actual or potential party to such Claim) or consent to the entry of any judgment (x) that does not, to the extent that the Indemnitee may have any liability with respect to such Claim, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release of the Indemnitee from all liability in respect of such Claim, (y) that includes any statement as to or an admission of fact, culpability, or wrongful failure to act, by or on behalf of the Indemnitee, or (z) in any manner that involves any injunctive relief against the Indemnitee or may reasonably be expected to materially and adversely affect the Indemnitee.

(iii)If the Indemnitor elects not to assume the defense of and indemnification for such matter, then the Indemnitee shall proceed diligently to defend such matter with the assistance of counsel reasonably satisfactory to the Indemnitor: provided, however, that the Indemnitee shall not settle, adjust or compromise such matter, or admit any liability with respect to such matter, without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld or delayed. The procedures in this Section shall not apply to direct claims of Company or its Indemnitees against Distributor or its Indemnitees against Company.

10.Insurance.

(a)Distributor. Distributor shall at all times maintain general comprehensive liability, professional liability, workers' compensation, unemployment and such other insurance with respect to the operation of its business, of such types, coverage amounts and retention amounts as may be consistent with industry best practices for organizations of Distributor's size. Distributor's commercial general liability insurance will have a minimum limit of One Million

U.S. Dollars (US$1,000,000.00) per occurrence and Three Million U.S. Dollars (US$3,000,000.00) in the aggregate. Distributor's professional liability insurance will have a minimum aggregate limit of One Million U.S. Dollars (US$1,000,000).

(b)Company. Company shall at all times maintain general comprehensive liability, workers' compensation, unemployment and such other insurance with respect to the operation of its business, of such types and coverage amounts as is consistent with best practices and industry standards. Company's commercial general liability insurance will have a minimum limit of two million U.S. dollars (US$2,000,000.00) per occurrence and five million U.S. dollars (US$5,000,000.00) in the aggregate. Company shall at all times also maintain professional liability insurance and product liability insurance with such coverage amounts and retention amounts as may be consistent with industry best practices for organizations of Company's size.

(c)Insurance Policy Requirements. All liability policies will be occurrence type; claims-made type policies are only permitted provided the holder maintains equivalent coverage for a minimum of Copies of certificate of insurance shall be delivered to the other Party from time to time as may be requested. Policies and certificates of insurance shall not be cancelled, permitted to lapse without equivalent replacement, or materially altered without at least sixty (60) days' notice to the other Party. The obligations of this Section shall survive the termination or expiration of this Agreement for a minimum of four (4) years after the expiration of the Term or earlier

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termination of this Agreement. All liability policies will be written by carriers with A.M. Best ratings of A- or better and group size VII or larger.

11.Alterations to Products and Labeling. Without Company's prior written consent, Distributor shall not make any changes, additions or alterations whatsoever to the Products or to the Product's packaging, trademarks or labels.

12.Sales Material and Advertising/ Publicity. Distributor shall: (a) submit to, and obtain the prior written approval of, Company with regard to all publications, sales brochures, letterheads, technical bulletins or other such materials as to the Products or using the name of the Company before any such material is used in commerce by Distributor; and (b) submit to Company for prior written approval any advertising and promotional material relating to the Products or the Company prepared or used by Distributor. Notwithstanding the foregoing, Distributor shall not be required to submit advertising that has been prepared by Company and that has not been altered by Distributor. Company shall not unreasonably withhold, delay or condition such approval. Each Party expressly consents to the use by the other Party of its name and likeness in written materials and oral presentations to current or prospective Accounts, partners, investors or other similarly situated individuals/entities (including to the Securities and Exchange Commission in public filings); provided, that such materials or presentations shall accurately describe the nature of the relationship between the Parties, and provided, further, that neither Party shall publish any press release, make any other public announcement or otherwise communicate with any news media concerning this Agreement or the transactions contemplated hereby without the prior written consent of the other Party.

13.Debarment and Exclusion. Distributor hereby certifies that it has not been and that it is not: (i) debarred under section 306 of the FDCA, as amended by the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335(a); (ii) excluded, debarred, suspended or is otherwise ineligible to participate in Federal health care programs or in Federal procurement or non­ procurement program; or (iii) charged with or convicted of a criminal offense that falls within the ambit of 42 U.S.C. 1320a-7(a). Distributor hereby certifies that in its performance of the services provided under this Agreement, it will not use in any capacity the services of any person or entity that has been: (i) debarred under section 306 of the FDCA, as amended by the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335(a); (ii) excluded, debarred, suspended or is otherwise ineligible to participate in Federal health care programs or in Federal procurement or non­ procurement programs; or (iii) charged with or convicted of a criminal offense that falls within the ambit of 42 U.S.C. 1320a-7(a). The certifications herein shall be ongoing during the Term of this Agreement and Distributor shall immediately notify Company of any change in the status of the certifications set forth in this Section. Distributor agrees to notify Company immediately upon becoming aware of any inquiry, commencement of any proceeding, concerning conduct by Distributor, which could result in debarment, exclusion, or similar action.

14.Distributor Warranties. Distributor represents and warrants that (a) neither it nor any of its Representatives has received any notice or communication from the U.S. Food and Drug Administration ("FDA") or other federal, state, or local regulatory or law enforcement agency requiring, recommending, or threatening to initiate any action pertaining to the activities contemplated under this Agreement; and (b) it and its Representatives shall not violate or infringe in any manner any right of privacy, property right (real, personal or otherwise, including, without limitation, any trade secret, copyright or other intellectual or intangible property right) or any other

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right or legally protected interest of any type or nature of any person or entity in connection with any activities contemplated under this Agreement.

15.Regulatory Approvals and Field of Use. If applicable, Company shall be solely responsible for, and shall bear all costs associated with, obtaining, and maintaining federal regulatory approval to market Products in the Territory. Notwithstanding the previous sentence, each Party understands and agrees that the Products are regulated as human cell, tissue, and cellular and tissue-based products ("HCT/P") products regulated under 21 C.F.R Part 1271 and intended for homologous use (i.e., repair, reconstruction, replacement, or supplementation of a recipient's cells or tissues with an HCT/P that performs the same basic function or functions in the recipient as in the donor). Distributor shall sell Products strictly for homologous use (the "Field"). Distributor shall not sell Products for use outside of the Field or in conflict with Applicable Laws, including 21 C.F.R. Part 1271. Distributor acknowledges that the FDA or other applicable regulatory authorities may narrow the Field at any time. Each Party covenants promptly to provide the other Party with any communication received from or sent to the FDA or any other governmental or regulatory authority related to any Product.

16.Intellectual Property and Confidential Information.

(a)Intellectual Property. All intellectual property used in or associated with the Product, the operator's manual and any marketing materials owned or licensed by Company, including without limitation, any patents, trademarks, copyrights, or similar legal protections ("Intellectual Property"), as between Distributor and Company, are the sole property of Company. Except as otherwise provided herein, Distributor waives any current or future rights with respect to the Intellectual Property. Distributor shall not use any of the Intellectual Property, except as expressly permitted by this Agreement or Company's written consent. Distributor shall not knowingly do anything inconsistent with Company's ownership of its Intellectual Property, will not directly or indirectly challenge the title of Company or any of its affiliates to the same and will not attack the validity of such Intellectual Property. Distributor agrees to promptly notify Company of any unauthorized use of or infringement of the Intellectual Property by others as it comes to Distributor's attention. Company retains for itself all proprietary rights in and to all designs, engineering details, and other data pertaining to any Product and to all discoveries inventions, patent rights, etc., arising out of work done in connection with this Agreement and to any and all Product developed as a result thereof, including without limitation, the sole right to manufacture any and all such products.

(b)As used herein, "Confidential Information" means non-public, confidential and proprietary information of a Party (in this context, the "Disclosing Party"), including but not limited to technical, marketing, financial, personnel, planning, and other information that is marked confidential or that the other Party (in this context, the "Receiving Party") should reasonably know is confidential, including without limitation the negotiated terms and conditions of this Agreement, information regarding the internal organization of a Party, the names and responsibilities of its management, supervisory and technical employees, operating plans, inventions, trade secrets, know-how, technical data or specifications, testing methods, proprietary business or financial information, product and marketing plans, plans for acquisitions and mergers, manufacturing and/or sales activities, technical information concerning products and related instrumentation, specifications, procedures, techniques, ideas, methods, and the names and

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purchase records of customers and suppliers. The term "Confidential Information" shall also specifically include, but not be limited to: (a) Company's proprietary process for manufacturing and designing perinatal allografts, as well as all formulas and methods appurtenant thereto; (b) Company's proprietary particulate compositions used from perinatal tissue; and (c) Company's proprietary process to form, collect, and preserve extracellular vesicles. "Confidential Information" does not include any information of the Disclosing Party that is (a) already lawfully known to, or independently developed by, or for, the Receiving Party, without use of or reference to the non-public information of the Disclosing Party, (b) disclosed in or through lawfully published materials, (c) generally known to the public through no fault of the Receiving Party, or

(d) lawfully obtained by the Receiving Party from any third party that the Receiving Party believes has a right to disclose such information. The Receiving Party agrees to maintain the confidentiality of the Confidential Information of the Disclosing Party to which the Receiving Party gains access during the performance of this Agreement. The Receiving Party will use at least the same care to prevent the disclosure, publication, or dissemination of the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information, and not less than reasonable care. The Receiving Party may not use the Confidential Information except for purposes of performing obligations under this Agreement or disclose the Disclosing Patty's Confidential Information to any third party (other than the Receiving Party's employees, officers, directors, legal and financial advisors, or other authorized representatives with a reasonable need to know such information and who are bound by appropriate obligations of confidentiality and non­ disclosure of such information at least as stringent as those set forth in this Agreement), except with the prior written consent of the Disclosing Party. The Receiving Party may disclose the Disclosing Patty's Confidential Information as required by law, provided that (unless prohibited from doing so) in anticipation of such required disclosure, the Receiving Patty provides reasonable prior written notice to the Disclosing Party and, at the Disclosing Party's expense, reasonably cooperates with the Disclosing Party's reasonable efforts to request confidential treatment of such Confidential Information by the recipient to the extent afforded by law.

(c)This Section will survive the termination or expiration of this Agreement for a period of three (3) years.

17.Recalls. Throughout the Term and thereafter to the extent required under Applicable Laws, both Distributor and Company shall maintain standard operating procedures applicable to recalls that comply with all regulatory requirements and are consistent with industry practice, and that enable it to reasonably assist in any requested recall or withdrawal relating to the Products. Company shall be solely responsible for the costs, decision and execution for a Product recall, except Distributor shall be responsible for the cost of any recall (including replacement Product) to the extent the recall was caused by the grossly negligent, reckless, or willfully wrongful action or omission of Distributor. In the event of a Product recall or market withdrawal, Distributor agrees to cooperate fully as requested or directed by Company, to effect any such recall or market withdrawal; including, without limitation, in the investigation of any issue that resulted in the need for such recall or market withdrawal. To the extent consistent with Applicable Law, Distributor will comply with Company's written instructions concerning communications with the public and other procedures to be followed for the recall or market withdrawal. Distributor shall provide to Company the names and addresses of Accounts that may have received recalled Products. To facilitate compliance with this Section, Distributor shall preserve and maintain all business records and data sufficient to adequately administer a recall, market withdrawal or connection in accordance with Applicable Laws, and Distributor shall make such information available to

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Company upon Company's reasonable request. If any of the Products are recalled due to the act or omission of Company, then Distributor shall be entitled to a credit equal to the amounts paid by Distributor for such recalled Products, including the cost of shipping.

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18.Distributor Independence; Use of Independent Representatives. Distributor shall operate as an independent contractor. Distributor is not an agent of Company for any purpose pursuant to this Agreement. Distributor's employees and agents are not employees of Company. Distributor is not authorized to enter into any commitment or contract of any kind on behalf of Company. Company will not incur any liability whatsoever to any third party by reason of Distributor having exceeded its authority under the appointment granted by Company herein or by reason of any misrepresentation by Distributor of its relationship to Company or of Company's Products, warranties, policies, practices or procedures. Nothing contained in this Agreement is intended to or shall be construed to create or imply a joint venture, partnership, or relationship of principal and agent or employer and employee between Company and Distributor or between Company and any Distributor Representative. Distributor shall be responsible for all costs and liabilities relating to the conduct of its business, including but not limited to the cost and expense of providing and maintaining its place of business, the wages of its employees, the payment of compensation to its agents or independent contractors, and its expenses incurred for or in connection with its performance under this Agreement. Distributor shall be responsible for all withholding taxes, social security taxes and similar taxes. Distributor has the limited right to use approved independent representatives, Representatives, distributors and other agents for performance of some of its obligations under this Agreement, provided, Distributor must obtain Company's prior written approval prior to engaging each such independent representative, distributor or other agent, whereas such approval not to be unreasonably withheld or delayed by Company. Distributor accepts full responsibility for the actions and omissions of its Representatives, representatives, and any sub-distributors and its agents. An action or omission by a Representative, representative, sub-distributor or agent that is contrary to the provisions of this Agreement will constitute a breach of this Agreement by Distributor. In such event, Company will have all of the remedies against Distributor set forth in this Agreement for a breach by Distributor.

19.Termination Rights.

(a)Termination by Company. This Agreement shall be subject to termination by Company: (i) immediately upon failure by Distributor to pay any undisputed sums due to Company hereunder within sixty (60) days after the applicable due date; (ii) immediately upon a material breach of any non-monetary provision of this Agreement by Distributor of any terms and conditions of this Agreement, which breach is not cured within a reasonable time, not to exceed thirty (30) days in any instance, after written notice thereof by Company; (iii) immediately (1) upon the bankruptcy, receivership or insolvency of Distributor, (2) if Distributor fails to comply with the terms of Exhibit C, which failure is not remedied within a reasonable time, not exceeding thirty (30) days in any instance, after notice from Company thereof, or (3) if the certifications in Section 13 are no longer accurate; (iv) immediately on May 1, 2024, if the Products listed on Exhibit A do not receive a national ASP; (v) on ninety (90) days' notice if the Distributor does not purchase the Minimum Purchase Amount during two consecutive calendar quarters; or (vi) on one year's written notice for the convenience of Company.

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(b)Termination by Distributor. This Agreement shall be subject to termination by Distributor: (i) immediately upon a material breach by Company of any terms and conditions of this Agreement, which breach is not cured within a reasonable time, not to exceed sixty (60) days in any instance, after written notice thereof by Distributor; (ii) immediately upon the bankruptcy, receivership or insolvency of Company; or (iii) on one year's written notice for the convenience of Distributor.

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(c) Effect of Expiration or Termination. Upon the expiration or termination of this Agreement:

(i)Distributor shall cease the sale, marketing, promotion and distribution of the Products and shall cease using the trademarks, and any license for use of such trademarks shall terminate;

(ii)Distributor shall execute and deliver all other documents reasonably required by Company to accomplish and evidence a complete termination of this Agreement and the surrender by Distributor of all rights hereunder;

(iii)Distributor will promptly return or destroy, at Distributor's election, all of Company's Confidential Information and all copies, summaries, notes and other write-ups or promotional materials thereof that are in the possession or control of Distributor or any of its Representatives (except Distributor may retain one copy of such Confidential Information as reasonably necessary for compliance or legal considerations, with such copy to remain subject to the confidentiality obligations of Section 16);

(iv)Distributor shall provide Company with a copy of all distribution records relating to the Product(s);

(v)Provided that Distributor has complied with its obligations to minimize inventory set forth in Section 2, unless termination is by Company pursuant to Section 19(a)(i), 19(a)(ii) or 19(a)(iii)(2), 19(a)(iii)(3) or 19(a)(v) of this Agreement, Company shall purchase from Distributor all of the Products held by Distributor which are in good and saleable condition at the price that Distributor paid to Company for such Products, less any discounts and allowances;

(vi)Company shall, at its option, fulfill or refund any Stocking Orders placed but not shipped, as of such termination or expiration;

(vii)Distributor shall pay to Company any and all amounts due under this Agreement under the time frames set forth in this Agreement (each of which shall survive the termination of this Agreement); and

(viii)Distributor will comply with its post termination obligations set forth in Exhibit C.

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Without limiting the foregoing, in the event of an expiration due to the non-renewal of this Agreement, Distributor shall be able to sell its remaining inventory of Products for a period of six (6) months after the expiration of this Agreement.

20.Records and Document Audits. During the Term and for ten (I 0) years thereafter, or for such longer period as is required under Applicable Laws or AATB Guidance, Distributor shall maintain complete and accurate books and records relating to this Agreement, including without limitation records relating to (a) its and its Representatives' and Accounts activities with respect to the Products, (b) Products purchased and distributed, and prices charged, to Accounts,

(c) invoices issued to and from third parties and related sales and payment records, and (d) Stocking Orders, invoices and payments submitted by Distributor to Company. During such record retention period, on reasonable prior written notice, Company may, at its own expense, inspect and audit Distributor's books, records, and other documents for purposes of (i) verifying compliance with this Agreement; (ii) verifying amounts payable under this Agreement; and (iii) satisfying Company's obligations under Applicable Laws and AATB Guidance relating to the Products. Distributor will cooperate with Company in the conduct of any audit performed pursuant to this Section 20 and shall make available to Company such records and personnel as are reasonably requested by Company. If any audit under this Section 20 reveals any past overpayment of any amount paid by Company under this Agreement, then Distributor must correct the overpayment by paying such overpayment to Company within thirty (30) days after receiving written notice of the discrepancy. Each Party shall bear its own fees, costs and expenses in connection with such audits, except if the audit reveals any breach of the Agreement by Distributor or any of its Representatives, then Distributor shall promptly remedy the applicable breach and reimburse Company's expenses incurred in the performance of such audit. Distributor may require the execution and delivery by the person(s) conducting the audit of a confidentiality and exclusive use agreement satisfactory to Company prior to the commencement of the audit. This Section shall survive termination of the Agreement.

21.Change in Law. In the event that any federal, state or local law, rule, regulation, policy, or any interpretation thereof, is modified, implemented, threatened to be implemented, or determined to prohibit, restrict or in any way materially affect this Agreement or either Party's performance under the terms of this Agreement (each, a "Change"), then the Parties will negotiate in good faith to amend this Agreement to preserve the expectations of the Parties to the greatest extent possible, consistent with the relevant Change. If this Agreement is not amended in writing within sixty (60) days following the start of such good faith negotiations, either Party may terminate this Agreement.

22.Dispute Resolution. In the event that the Parties, working in good faith, are unable to resolve any dispute, controversy, or claim arising out of or relating to this contract or the breach, termination, or invalidity thereof (each, a "Dispute") within thirty (30) days from service of written notice of such Dispute by either Party to the other Party, or at such earlier time as is mutually agreed by the Parties, such Dispute shall then be decided by a confidential, binding, non­ appealable arbitration in Broward County, Florida administered by the American Arbitration Association (the "AAA") under the Commercial Arbitration Rules then in effect (the "Rules") of the AAA. The arbitration will be conducted in English. Such arbitration shall be before a single arbitrator who shall be jointly selected by Distributor and Company. If the Parties cannot agree upon an arbitrator within thirty (30) days following the initiation of arbitration then the

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appointment of the arbitrator shall be made by the AAA in accordance with the Rules, except as they may be modified by the mutual written agreement of the Patties. The award of any arbitration shall be final, conclusive and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall be limited, in granting any relief, to comply with the provisions of this Agreement, including with respect to the award of damages or the limitations on them. During the arbitration, either Patty may seek interim measures of protection concerning any subject matter of the dispute subject to arbitration, including but not limited to interim injunctive relief, in a court of competent jurisdiction located in the Broward County, Florida. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the application, interpretation, or enforceability of this paragraph, including any contention that all or part of this paragraph is invalid or unenforceable, shall be governed by the Federal Arbitration Act and is exclusively delegated to, and shall be resolved by, the arbitrator.

23.Survival. Sections [3(a)(iv), 5(c), 6, 7 through 11, 14, 15, 16, 17, 19(c), 23, 22, 26,

27, 25, 29, 27, 28, 32, 30, 34, and 36] will survive the expiration or termination of this Agreement.

24.Governmental Approvals. Nothing in this Agreement shall require either Party to take any action which would violate any governmental regulation or law to which it is subject. Each Patty shall, at its sole cost and expense, obtain such governmental approvals, licenses or permits as may be necessary to effectuate the purposes of this Agreement, and shall comply with all local laws, regulations and rulings of governmental bodies having jurisdiction over such Party's business and performance under this Agreement.

25.Taxes. Distributor shall pay all taxes, duties, tariffs or similar charges imposed on the sale or transfer of the Products by any taxing authority.

26.Force Majeure. Neither Party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, strike, pandemic or public health emergency, civil, governmental or military authority, or act of God. When a Patty's delay or nonperformance continues for a period of at least ninety (90) days due to any such event despite such Patty's commercially reasonable efforts to perform, either Party may terminate this Agreement.

27.Assignability. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent may be granted or withheld in such Party's sole and absolute discretion.

28.Notice. All notices, requests or other communications pursuant to this Agreement shall be in writing and addressed as follows:

If to Company:

BioStem Technologies, Inc. Attn: Jason Matuszewski 2836 Center Port Circle Pompano Beach, FL 33064

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Email: [***]

If to Distributor:

Venture Medical, LLC

Attn: [***]

[***]

[***]

Email: [***]

Any notice to be given or to be served upon any Party will be deemed to be given and received when delivered (if the notice is delivered on a day other than a business day or after 5 p.m. local time on a business day, then delivery shall be deemed to have taken place on the first business day thereafter) to the address of such Party set forth in this Section via reputable courier or other means of personal service including, but not limited to, messenger service, FedEx, DHL or United Parcel Service, in each with a courtesy copy sent by email to the email address specified above. "Delivered" for purposes of the immediately prior sentence shall include initial attempt of delivery by a reputable courier. The notice information in this Section may be changed by giving written notice of such change to the other Party in the manner provided in this Section for giving notice. However, unless and until such written notice of change is actually received, the last address as stated by written notice or as provided in this Agreement, if no written notice of change has been sent or received, will be deemed to continue in effect for all purposes.

29.Injunctive Relief. The Parties intend that certain obligations and provisions of this Agreement - those rights of the Parties as may be set forth in Sections 11, 15, 16 and 19(c)- shall be enforceable by specific performance and other available equitable remedies (collectively the "Specific Performance Provisions"). The Parties acknowledge that a Party seeking to enforce the Specific Performance Provisions may not have an adequate remedy at law for the breach of the Specific Performance Provisions, damages alone may not be adequate for a breach of the Specific Performance Provisions, and such Party may suffer irreparable harm as a result of such breach. Such Party shall have the right to seek to enforce Specific Performance Provisions through specific enforcement and all other available equitable remedies, including, but not limited to, mandatory and prohibitory injunctions, without being required to post bond or prove irreparable harm.

30.No Third Party Beneficiary. The Parties hereto agree that except for the rights of Company Indemnitees and Distributor Indemnitees under Section 9 above, there are no third party beneficiaries of this Agreement.

31.Construction. The captions of this Agreement are not part of the provisions hereof and have no force or effect. Except where the context requires otherwise, whenever used: the singular includes the plural and the plural includes the singular. Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. The term "include" or "including" or "includes" as used in this Agreement means including, without limiting the generality of any description preceding such term. The wording of this Agreement will be deemed to be the wording mutually chosen by the parties and no rule of strict construction may be applied against any party. The words "hereof', "herein", "hereby" and derivatives or similar words refer to this entire Agreement. All references to sections are references to Sections of this

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Agreement and all references to schedules, exhibits, etc. are references to Schedules, Exhibits, etc. (if any) to this Agreement, unless the context otherwise requires. All sums of money are presented and payable in United States Dollars, unless expressly provided otherwise. Notwithstanding any judicial, regulatory or legal interpretation to the contrary, wherever used, the verbs "shall", "will", and "must" are each understood to be imperative or mandatory in nature and are interchangeable with one another.

32.Scope and Modification. This Agreement represents the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior agreements between the Parties. There are no terms or representations other than those stated herein. No modification or waiver of this Agreement shall be valid unless in writing and signed by the Party against which it is asserted.

33.Waiver. The waiver by either Party of any right hereunder or of a failure to perform or a breach by the other Party shall not be deemed a waiver of any other right or of any other failure or breach by that other Party, whether of a similar nature or otherwise.

34.Severability. In case one or more provisions of this Agreement are determined by a court of competent jurisdiction to be invalid, the validity of the remaining provisions shall not be affected thereby.

35.Counterparts. The Agreement may be signed in any number of counterparts, and by the Parties hereto on separate counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and in pleading or providing any provisions thereof it shall not be necessary to produce more than one such counterpart. The Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of both Parties reflected thereon as the signatories.

36.Governing Law and Jurisdiction. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida. The sole and exclusive venue for any action brought under this Agreement shall be in a federal or state court in Broward County, Florida, and the Parties agree not to contest the personal jurisdiction of any such court on the grounds of forum non conveniens or otherwise. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO REQUIRE A TRIAL BY JURY OF ANY DISPUTE ARISING HEREUNDER OR IN CONNECTION WITH THIS AGREEMENT.

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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.

BIOSTEM TECHNOLOGIES, INC.

/s/Jason Matuszewski___________

By: Jason Matuszewski

Title: CEO

VENTURE MEDICAL, LLC

/s/ John Schroeder ___________

By: John Schroeder

Title: President

Date: 09/09/2023

EXHIBIT A PRODUCTS

[***]

EXHIBIT B PURCHASE PRICE

[***]

EXHIBIT C COMPLIANCE OBLIGATIONS

1.Standards of Business Conduct and Ethics. Distributor and its Representatives (collectively referred to in this Exhibit C as "Distributor") shall at all times comply with all Applicable Laws, American Association of Tissue Banks® ("AATB") Guidance, and any Company policies and procedures applicable to Distributor's performance under this Agreement, including this Exhibit C.Distributor shall conduct itself in accordance with the highest standards of business and professional ethics. Distributor understands and acknowledges that all Products must be marketed and sold only on the basis of quality, service, price, and other legitimate clinical attributes, and that Distributor is prohibited from providing any payment or any other thing of value to any Person as an inducement to order or recommend Products.

2.Internal Compliance Program. Distributor has and shall maintain an internal compliance program, including at a minimum the following elements:

a.Assignment of overall responsibility for compliance to an appropriate officer of

Distributor, whose responsibilities will include: coordinating Distributor's internal auditing and monitoring program; ensuring effective compliance training for Distributor and its Representatives on compliance issues and compliance with Applicable Laws, including Healthcare Laws and AATB Guidance; creating, communicating, and maintaining effective mechanisms for Distributor Representatives to report compliance-related issues and concerns; maintaining and updating Distributor's policies and procedures to reflect new risks or changes in law or Company policies and procedures applicable to Distributor's performance under this Agreement to reflect new risks or changes in law or regulation; corresponding and coordinating with Company as needed on compliance issues or questions that arise; and performing regular auditing and monitoring of Distributor's compliance with Healthcare Laws and the requirements of this Agreement;

b.Establishment of effective lines of communication for reporting compliance

questions and concerns, including at a minimum a mechanism for directly reporting compliance concerns to Distributor's officer responsible for compliance and a mechanism for reporting anonymously, such as an anonymous website or telephone line; communicating the availability of these reporting mechanisms to Distributor Representatives; providing regular reminders of the duty to report actual or potential misconduct; implementing and enforcing a policy of strict non-retaliation against any person for reporting in good faith a potential compliance concern; and communicating this policy of non-retaliation;

c.Regular auditing and monitoring of Distributor's compliance, including the development and annual update of an internal auditing and monitoring plan, which shall describe in reasonable detail the scope and subject of Distributor's internal auditing and monitoring efforts to address potential compliance risk areas;

d.Distribution of Company policies applicable to Distributor's performance under this Agreement to relevant Distributor Representatives within thirty (30) days of onboarding or receipt of such policies;

e.Development and implementation of internal Distributor policies necessary to ensure that the conduct of Distributor Representatives who provide services under the Agreement complies with Applicable Laws and applicable Company policies;

f.Compliance training for Distributor Representatives who provide services related to this Agreement, which shall include training on compliance with Applicable Laws, including Healthcare Laws, within thirty (30) days of hire and at least annually thereafter; and

g.Establishment of effective procedures for investigating and resolving compliance questions and issues, and meaningful discipline for violation of compliance requirements.

3.Tissue Tracking; AATB Guidance. Distributor shall comply with all AATB Guidance with respect to all activities undertaken pursuant to this Agreement, including all promotional and sales, and post-sale activities with respect to the Product. Without limiting the foregoing, Distributor shall not utilize the AATB name or trademark unless and until such time as it becomes an AATB-accredited tissue bank. Distributor acknowledges that AATB Guidance requires the establishment of a protocol for post-sale data collection with respect to tissue products. Distributor shall ensure that each Account receives a tissue trace card alongside each unit of Product and shall contractually require that each Account timely complete and return such tissue trace card to Distributor. Distributor will promptly return all Customer­ completed tissue trace cards to Company.

4.Promotional Information. Distributor shall only provide Accounts with Company's then­ current promotional, marketing and educational information concerning the Products (as pre­ approved by Company in writing). It is acknowledged and agreed by Distributor that no other promotional, marketing or education information concerning the Products may be used. Distributor expressly agrees that it shall not provide, and is prohibited from providing, any medical advice, training or instruction to Customers or healthcare providers, or to any third patty, regarding the Products. Distributor further expressly agrees that it shall not provide, and is prohibited from providing, any medical advice, training or instruction to patients regarding the Products.

5.Sunshine Act. Distributor shall be responsible for complying with all applicable obligations under the federal Physician Payments Sunshine Act (the "Sunshine Act") relating to any reportable payments or other transfers of value to "covered recipients" (as that term is defined in the Sunshine Act) and teaching hospitals made by Distributor. In addition, if Distributor makes reportable payments or transfers of value to covered recipients or teaching hospitals on behalf of Company that are reportable by Company, Distributor shall be responsible for collecting and reporting to Company any information that Company is required to report to any government or regulatory authority ("Covered Information"). Distributor is responsible for timely implementing business processes and systems necessary to capture, store and report to Company all Covered Information. Furthermore, Distributor will be responsible for the accuracy and completeness of its Covered Information and will

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be required to certify to such accuracy and completeness to Company with each submission. Distributor will retain complete records of all Covered Information for the period required under the Sunshine Act and will make such records reasonably available for audit by Company in accordance with the audit provisions of Section 11 of this Exhibit and/or Section 20 of the Agreement.

6.Exclusion Review and Background Check.

a.Upon hire or other initial engagement of each Representative providing services under this Agreement, and at least annually thereafter, Distributor must perform an exclusion review for each Person providing services under the Agreement, including a check against the LEIE database at https://oig.hbs.gov/exclusions/exclusions_list.asp and the SAM database at https://www.sam.gov to ensure that the individual or entity is not debarred, suspended, or excluded from participation or otherwise ineligible to participate in any federal health care program as defined under 42 U.S.C. § 1320a-7b;

b.Upon hire or other initial engagement of each of its Representatives providing services under this Agreement, Distributor must perform backgrounds checks on its employees and contractors that include: (i) a criminal felony and misdemeanor background check in the county in which the individual currently resides and all other counties in which such individual has resided for at least the past five (5) years; (ii) a federal criminal background check (conducted at the federal district level, using data from federal district courts); and (iii) a National Sex Offender database check (more information available at http://www.nsopr.gov/). Distributor must maintain the results of background checks in the Representative's file for a minimum of seven (7) years.

c.If the background check reveals that an individual is listed on one of the exclusion databases or listed in a sex offender database, the individual may not be engaged or employed to provide services under this Agreement, whether as an employee,

contractor or employee of a contractor. If the criminal background check reveals a criminal record, Distributor must contact the Company for further direction. Company reserves the right to request proof from Distributor at any time that the above screening is being conducted as described.

7.Patient Instruction. If Distributor will be providing training to Accounts or patients on the use of Company Products, Distributor agrees to ensure that its Representatives provide appropriate training and education to each Account and patient, the content of which shall be reviewed and approved in writing by Company in advance. All training must be in accordance with Applicable Laws and the Product labeling.

8.FDA Compliance Obligations.

a.Distributor shall comply with all Applicable Laws, including, without limitation, all applicable regulations and guidelines established by the FDA, including without limitation 21 C.F.R. Parts 1270 and 1271, at all times. Without limiting the generality of the foregoing:

i.Distributor shall submit and maintain registration and listing with the FDA in accordance with 21 C.F.R. Pati 1271.

ii.Distributor shall ensure that it has established and maintained a quality

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management system under which Distributor conducts any Quality System Regulation (a/k/a "QSR") related activities in compliance with FDA's requirements, including 21 C.F.R. Part 1271.

iii.Distributor shall ensure that it has established and maintained current Good Tissue Practices (a/k/a "cGTP") in compliance with all applicable FDA requirements, including 21 C.F.R. Part 1271, as applicable.

b.Distributor shall promptly, and in any event within three (3) business days after the date of receipt of notice, notify Company in writing of, and shall provide Company with copies of, any correspondence and other documentation received or prepared by Distributor in connection with any of the following events to the extent necessary to meet the requirements of any governmental or regulatory authority:

i.receipt of a regulatory letter, warning, recall notice, notice of inspection or similar communication from any governmental or regulatory authority in connection with the storage, marketing, advertisement, sale and/or distribution of the Product(s); or

ii.any governmental or regulatory authority's comments relating to the Product(s) that may require a response or action by Company.

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Without limiting the generality of the foregoing, in the event that Distributor receives a letter or comments from any governmental or regulatory authority in connection with any of the Product(s) that requires a response or action by Company, Distributor shall promptly provide to Company any data or information required in preparing such response that relates to storage, marketing, advertising, sale or distribution of the Product(s), and Distributor will cooperate fully with Company in preparing such response.

c.In the event any facility that is used by Distributor to store, market, advertise,

distribute or sell any of the Product(s) is inspected by representatives of any governmental or regulatory authority, Distributor shall notify Company promptly upon learning of such inspection and shall supply Company with copies of any correspondence that relates to such inspection. Distributor shall furnish to Company copies of all material information supplied to, or supplied by, such governmental or regulatory authority, including observations and responses within five (5) business days after the delivery of such information to or by the governmental or regulatory authority.

i.Distributor shall provide Company with a copy of any response related to such visit or inspection for Company's review and comment prior to submission of the response. Distributor shall provide Company with a copy of the final response promptly after it is submitted to the governmental or regulatory authority.

d.In the event any governmental or regulatory authority detains or seizes any of the Product(s) from Distributor, Distributor shall promptly send retained samples of each applicable Product and duplicate reports relating to such seizure to Company, provided that such action does not violate any Applicable Laws, statutes, ordinances or regulations.

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e.Distributor communications and representations to governmental and regulatory authorities, Accounts and patients shall be true, accurate, complete, and, when applicable, consistent with the labeling of Company Products.

f.Company does not accept the return of Products or issue credits or reimbursements for Product unless they are received damaged or defective. Distributor reserves the right to utilize its own return policy for returns from Accounts and may charge a restocking fee in accordance with such policy. Distributor will establish and maintain a compliant process for internal re­ stocking of undamaged and saleable Product, keeping records of all related transactions and shipments. To the extent Distributor receives returned Product(s) from one or more Account(s), handling of such Product will be according to the Product's instructions for use ("IFU") noted on each Product's packaging or IFU furnished by Company and applicable standard operating procedures, as they may be modified from time to time. Company may make exceptions to its returns policy in writing on a case-by-case basis. With the assistance of Company, Distributor shall ensure that Distributor's employees and agents involved in marketing, sales or order taking with respect to the Products are adequately trained regarding the appropriate Product information, as well as any applicable standard operating procedures. Such incidental receipt of returned Products by Distributor and its further shipment to Company does not involve distribution of Products, but rather relates solely to their return to Company.

g.Distributor shall not modify, repackage, adulterate, misbrand, alter, to or remove

labels from the Products, or otherwise make any changes whatsoever to the Products or to Company's packaging, package inserts, trademarks, or labels, including any alterations that could result in violating applicable regulations or legal standards. Any such alteration will be subject to Company's prior written approval.

h.Distributor shall store and transport Product in accordance with Applicable

Laws, the Product labeling, and any written storage or transport instructions provided by Company.

1. Distributor shall assist Company in performing physician notification, Product

recall, or patient notification if and to the extent reasonably requested by Company or required as a result of a regulatory enforcement action with respect to Products stored, marketed, handled, transferred, or sold by Distributor, its affiliates or agents.

J. Distributor shall promptly notify Company if Distributor becomes aware of any government agency recalls or investigations relating to any of the Products.

k. FDA regulations forbid any promotion of the Products for off-label uses. An "off-label" use is any use not specifically included in the FDA-approved labeling for the Product. A physician may legally use the Product for an off-label use, but Company and Distributor may not promote such a use for the Product.

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Promotion includes any unsolicited oral or written communication. Distributor may not advise a doctor to disregard a warning or precaution in the labeling, initiate a discussion or proactively disseminate materials regarding off-label use, or use written materials that have not been supplied or approved by Company.

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I. Distributor will communicate to all Accounts that the Products are Human Cell, Tissue and Cellular and Tissue-Based Products (HCT/Ps) that meet FDA's criteria for regulation solely under section 361 of the PHSA and for exemption from FDA pre-market review, clearance, and approval requirements.

m. Distributor will not make any representation about any Product, express or implied, that is inconsistent with Company's objective intent that the Product is intended for homologous use only, pursuant to 21 C.F.R. § 1271. 10(a)(2) or any successor regulation, and with any applicable FDA guidance interpreting that regulatory provision.

9.Complaints. Each Party shall cooperate fully with the other Patty in addressing Account or customer complaints concerning Product(s) and shall take reasonable action to resolve promptly and follow up with regard to such complaints. Without limiting the generality of the foregoing, Distributor shall: (i) notify Company within two business days of receiving all such complaints that indicate a potentially significant effect on the safety or efficacy of Product(s); (ii) provide copies to Company within a commercially reasonable time (not to exceed five business days) of all Account or patient complaints received by Distributor relating to Product(s); (iii) maintain records of all Account or patient complaints received by Distributor relating to Product(s); and (iv) otherwise provide such assistance and information as Company reasonably requests to fulfill Company's complaint handling obligations for Product(s).

10.Adverse Event Reporting. Distributor shall (i) notify Company within 24 hours of learning of any unintended response or adverse reaction relating to Product of which it becomes aware by email at [***], (ii) promptly provide such assistance and information as Company reasonably requests to fulfill its adverse event reporting obligations for Product; and (iii) instinct Accounts to report adverse events to Company pursuant to the instructions within the IFU for the Products. Company shall be responsible for reporting adverse events, and other reportable events related to the Product(s) pursuant to the Applicable Laws. Distributor shall provide such assistance and information as Company reasonably requests to fulfil its adverse event reporting obligations for Product. For Products regulated as HCT/Ps, each Patty shall: (i) investigate any adverse reaction involving a communicable disease related to the made available for distribution, and any noxious or unintended response to any HCT/P for which reasonable possibility HCT/P caused the response; (ii) report any adverse event if the reaction was fatal, life-threatening, resulted in permanent impairment of body function or structure; or necessitated medical or surgical intervention, including hospitalization. Any reportable event must be submitted to FDA on FDA form 3500A within 15 days of receipt of information.

11.Inspection of Facilities and Operations. During the Tenn of this Agreement and for a period of one (I) year thereafter, in addition to the rights set forth in Section 20, Company shall have the right, on reasonable notice, but not on more than six (6) occasions during any calendar year unless such inspection is for-cause, to inspect or to cause a third-patty auditor to inspect Distributor's facilities and operations and review records and procedures for purposes of determining Distributor's compliance with the terms of this Agreement, and Applicable Laws, including applicable FDA regulatory requirements. All fees, costs, and

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expenses incurred by Company or any auditor in connection with an audit shall be borne by Company. Any fees, costs, and expenses incurred by Distributor in connection with an audit shall be borne by Distributor. The audits shall be limited to non-financial information pertaining to the Products as may be directly relevant to assess compliance with the terms of this Agreement and with Applicable Laws, and shall be subject to the execution and delivery by the person(s) conducting the audit of a confidentiality and exclusive use agreement reasonably satisfactory to Company prior to the commencement of the audit. Any such audit shall be performed during reasonable business hours and shall be performed in such a manner as to not unnecessarily or unreasonably interfere with Distributor's operations.

12.Reports. In addition to its obligations set forth in Sections 8 of this Exhibit C, Distributor will provide Company with copies of all pertinent correspondence with and from any governmental agency (including the FDA) concerning the Products or the subject matter of this Agreement, which may include, but shall not be limited to, inspection reports containing negative findings, enforcement actions, regulatory approval applications or actions, or any other document which could affect the federal regulatory status of the Products, or components thereof, as discussed or described in this Agreement.

13.Regulation of Sale of Human Tissue. The Parties agree and understand that the Products are human allograft tissue products. According to the U.S. National Organ Transplant Act ("NOTA") (42 U.S.C. § 274e, as amended), human tissue cannot be sold and is not the property of any entity. The services provided by a tissue bank and third parties include recovery, processing, storage, distribution, marketing, and processing of orders for human tissue to a recipient in a form that is suitable for clinical use and that is helpful in restoring the recipient's form or function. Passing the costs of such services on to recipients is not considered the sale of human tissue as defined under NOTA. As such, the Parties agree and understand that references to the sale and/or purchase of Products throughout the Agreement do not refer to the sale of human tissue, but refer to the payment of processing fees for the Products and the distribution of the Products from Company to Accounts.

14.Conflict of Interest. Each Party agrees that no actions (or failure to take action) by it or any of its employees, agents or representatives will cause the other Party to violate or incur any penalty under any applicable laws, rules or regulations under the United States Export Administration Act, the Foreign Corrupt Practices Act, and the anti-boycott provision of the Internal Revenue Code in effect as of the date of this Agreement and as amended from time­ to-time. Each Party will not directly or indirectly make, promise, or authorize the making of a payment or provide anything of value to any government official to induce that government official to make any governmental act or decision to help the other Party obtain or retain business. Distributor will never make a payment to or offer a government official any item or benefit, regardless of value, as an improper inducement for such government official to approve, reimburse, prescribe, or purchase a Company product, to influence the outcome of a clinical trial, or otherwise improperly to benefit Company's business activities. Distributor represents and warrants that neither it, nor any of its Affiliates is (or will be at any time during the Term) an official, agent or employee of, or in any manner connected with, any government or any entity, agency, instrumentality or subdivision of such government, or any corporation or other entity owned or controlled thereby. Further, Distributor will pay or

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permit the payment of, directly or indirectly, any amounts to any such person.

15.Patient Privacy. To the extent applicable, Distributor shall protect and safeguard all patient information, including Protected Health Information (as defined in 45 C.F.R. § 160.103) (a/le/a "PHI"), in accordance with applicable Healthcare Laws, including without limitation HIPAA.

16.Stark Law, Anti-Kickback Statute, Civil Money Penalties Law, and Similar State Prohibitions. The Parties are entering into this Agreement with the intent of conducting their relationship in full compliance with applicable federal, state and local law, including but not limited to the federal Stark law and regulations, the federal Anti-Kickback Act and regulations, the federal civil money penalties law and regulations, and similar state law and regulatory prohibitions as applicable. Notwithstanding any unanticipated effect of any of the provisions herein, neither Party will conduct itself under the terms of this Agreement in a manner that constitutes a violation of the Stark law, Anti-Kickback Act, the civil money penalties law, or similar state prohibitions.

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EXHIBIT D

DISTRIBUTOR SERVICES AND SERVICES FEE

I OTHER DISTRIBUTOR OBLIGATIONS

[***]

11

EXHIBIT E APPROVED ACCOUNTS

[***]

EXHIBIT F DISTRIBUTION CENTERS

Venture Medical

[***]

EXHIBIT G RETAIL PRICE GUIDE

[***]

EX-10.12

Exhibit 10.12

Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

FIRST AMENDMENT TO

DISTRIBUTION AND SERVICES AGREEMENT

This First Amendment to Distribution and Services Agreement(this “Amendment”) is made by and between BioStem Technologies, Inc., a Delaware corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), is effective as of March 1, 2024(the “Amendment Effective Date”).

WHEREAS, the Parties entered into a Distribution and Services Agreement effective September 8, 2023 (the “Original Agreement”);

WHEREAS, the Parties desire to amend certain provisions of the Agreement as set forth in this First Amendment; and

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the undersigned hereby agree as follows:

1.Recitals; Definitions. Each and all of the foregoing recitals are true and correct and are incorporated herein by reference. All capitalized terms used but not defined in this First Amendment shall have the meaning set forth in the Original Agreement.

2.Amendment of Paragraph 4. Paragraph 4 of the Original Agreement is hereby amended to adjust the Minimum Purchase Amount to $[***] per calendar quarter commencing April 1, 2024.

3.Amendment of Paragraph 5(a). Part (a) of Paragraph 5 of the Original Agreement is hereby deleted and the following substituted therefor:

(a) Price. The purchase price payable by Distributor for Products purchased from Company hereunder shall be the Venture Purchase Price for each item as set forth in Exhibit B, or such other amount as Company and Distributor may agree in writing. Distributor is solely responsible for remittance of any applicable tax, duty, custom, or other fee imposed by any federal, state, or local government authority on Product purchases by Distributor.

4.Amendment of Exhibit B. Exhibit B to the Original Agreement is hereby deleted and Exhibit B hereto is substituted therefor.

5.Amendment of Exhibit D. Exhibit D of the Agreement is hereby amended as set forth in this Paragraph.

a. [***]

b. [***]

c. [***]

d. [***]

6.Entire Agreement. This First Amendment constitutes the entire understanding to date of the Parties hereto regarding the subject matter of this First Amendment and supersedes all prior and contemporaneous oral and written agreements of the Parties thereto with respect to the subject matter of this First Amendment.

7.Counterparts. This First Amendment may be executed in any number of counterparts with the same effect as if all of the Parties to this First Amendment had signed the same document. All counterparts shall be construed together and shall constitute one agreement. A signed copy of this First Amendment delivered by facsimile, email, or other means of electronic transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be deemed to have the same legal effect as delivery of an original signed copy of this First Amendment.

8.Conflicting Provisions. This First Amendment is intended to supplement the Original Agreement, and the provisions of this First Amendment and the Original Agreement shall be construed to the maximum extent possible in the manner necessary to avoid any conflict between their respective terms and conditions. In the event of any irreconcilable conflict between the terms of this First Amendment and the Original Agreement, the terms of this First Amendment shall govern and control.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed as of the Effective Date by their respective duly authorized officers.

Company: Distributor:

BioStem Technologies, Inc. Venture Medical, LLC

BY: /s/ Jason Matuszewski BY: /s/ J. Michael Schroeder

NAME: Jason Matuszewski NAME: J. Michael Schroeder

TITLE: Chief Executive Officer TITLE: Executive Vice President

DATE: March 29, 2024 DATE: March 29, 2024

EXHIBIT B

VENTURE PURCHASE PRICES

[***]

EX-10.13

Exhibit 10.13

EXCLUSIVE COMMERCIALIZATION AND IP AGREEMENT

This EXCLUSIVE COMMERCIALIZATION AND INTELLECTUAL PROPERTY (“IP”) AGREEMENT (together with its Exhibit(s), the “Agreement”) is entered into and made effective as of June 29, 2023 (the “Effective Date”) by and between (i) BioStem Technologies, Inc., a Florida corporation (“BioStem”), and (ii) Hesed Life and Medical, LLC, a California limited liability company (“Hesed Life”).

WHEREAS, Hesed Life has complete ownership of, rights to (including all patents, trademark(s), know-how, the Q Code 4221 and other intellectual property), and control of Amniowrap 2 (the “Product”), and is seeking to grant BioStem the exclusive right to promote, manufacture, distribute, market, advertise and commercialize the Product;

WHEREAS, BioStem and Hesed Life have determined to establish a relationship pursuant to which BioStem will receive the exclusive right to manufacture, distribute, promote, market, advertise and commercialize the Product; and

WHEREAS, this Agreement, including the exhibits, sets forth the rights, terms and conditions under which BioStem will commercialize the Product.

NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.SERVICES.

1.1Commercialization Services. Subject to the terms and conditions of this Agreement, Hesed Life hereby appoints BioStem to act as its exclusive commercialization service provider of the Product (including any improvements or enhancements after the date hereof) during the Term in accordance with the terms and conditions set forth in this Agreement and as set forth on Exhibit A (the “Services”). Nothing contained herein shall limit or otherwise restrict BioStem in any way from having the right to obtain or retain the rights to sell its own products, goods and services and/or resell any other products, goods or services of any third party, including any products, goods or services that are similar to or may compete with the Product.

1.2Commercialization Requirements. BioStem shall have the exclusive right to advertise, promote, market, distribute and sell the Product, including print, online, through social media channels and electronic or other platforms accessible to BioStem. Hesed Life shall collaborate reasonably with BioStem to support the commercialization of BioStem’s marketing, advertising and promotion efforts of the Product (whether via print, websites, social media and other sales mediums used by Hesed Life), including providing: (i) information and data as BioStem may request from time to time; and (ii) content and other materials in accordance with (but also subject to) the terms of this Agreement.

1.3Performance. BioStem agrees to provide the Services (a) at such times and at such places as set forth in Exhibit A; and (b) in accordance with prevailing industry standards and customary practices for the performance of similar services. Hesed Life understands and acknowledges that BioStem’s performance is dependent upon Hesed Life’s’s performance of its obligations under this Agreement.

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1.4Payment for Services. BioStem shall compensate Hesed Life for the Services in the manner provided in Exhibit A.

2.REPRESENTATIONS AND WARRANTIES.

2.1Mutual Representations and Warranties. Each party represents and warrants to the other party that at all times during the Term:

(a)Organization. Such party is a corporation or limited liability company, as the case may be, duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization.

(b)Enforceability of this Agreement. The execution and delivery of this Agreement have been authorized by all requisite corporate or limited liability company action by such party. This Agreement is a valid and binding obligation of such party, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

(c)Absence of Other Contractual Restrictions. Neither the execution and delivery of this Agreement by the party nor the consummation by the party of the transactions contemplated hereby will constitute a violation of, or result in a cancellation of, or require the party to obtain any consent or constitute a default under (i) any term or provision of the organization documents of the party; (ii) any judgment, decree, order, regulation or rule of any court or governmental authority applicable to the party or any of its Affiliates; (iii) any applicable laws; or (iv) any contract, agreement, indenture, promissory note, license or other commitment to which the party is a party or is bound.

(d)Legal Compliance. Such party will comply, in all material respects, with all federal, state, local and international laws, rules, regulations and orders applicable to its operations and activities under this Agreement. Without limiting the foregoing, if applicable, and to the extent expressly provided in an Exhibit, such party will perform its obligations under this Agreement and any Exhibit in accordance with the Quality System Regulation (“QSR”), current Good Manufacturing Practices (“cGMP”), current Good Tissue Practices (“cGTP”), Good Clinical Practices (“GCP”) ,Good Laboratory Practices (“GLP”), and/or American Association of Tissue Banks Standards (“AATB”), as applicable. Further, each party has procured all licenses and approvals from the necessary governmental authorities and third party companies necessary in order to vest in it the power and authority to undertake the functions and activities relating to this Agreement.

(e)Absence of Debarment. Neither such party nor any of its employees, officers, directors, managers, subcontractors, and/or consultants (“Personnel”) performing under this Agreement have been debarred, and to the best of each party's knowledge, are not under consideration to be debarred, by the United States Food and Drug Administration (“FDA”) or any other governmental authority from working in, or providing services to, any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 or any equivalent law, rule, regulation or order.

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2.2Hesed Life Representations and Warranties. Hesed Life warrants and represents that (i) neither its Product nor the intellectual property that is licensed to BioStem under this Agreement infringes upon the rights of any third-party, (ii) Hesed Life is the sole unencumbered absolute legal and beneficial owner of the such intellectual property and all other rights associated with the Amniowrap 2, and (iii) Hesed Life has not assigned or encumbered or licensed or transferred or otherwise disposed of any rights in or to such intellectual property except pursuant to this Agreement and has not entered into any agreement or arrangement which might conflict with the parties’ rights and obligations under this Agreement. Hesed Life will be solely responsible for paying its Personnel and providing any employee benefits that they are owed. All Hesed Life Personnel as relates to this Agreement must have agreed in writing to confidentiality obligations consistent with the terms of this Agreement.

2.3BioStem Representations and Warranties. BioStem shall (and shall cause its applicable Affiliates to) comply with all applicable laws in its performance under this Agreement and the commercialization of the Product. BioStem will be solely responsible for paying its Personnel and providing any employee benefits that they are owed to those BioStem employees providing the Services. Before providing Services, all BioStem Personnel involved in providing the Services will have agreed in writing to confidentiality obligations consistent with the terms of this Agreement.

3.INSPECTIONS; RECORDS

3.1Inspections and Actions by Regulatory Authorities. In the event that either party receives or becomes aware of any notice of inspection or is subjected to a regulatory authority inspection of any of that party’s activities under this Agreement, such party shall notify the other party as soon as reasonably practicable, and, in any event within thirty (30) business days of becoming aware of such inspection, and shall keep the other party informed of any written or verbal observations, or any other actions, by such regulatory authority that could reasonably be expected to have a material adverse impact on either party’s ability to perform its obligations under this Agreement, an Exhibit, or with respect to the Product.

3.2Recalls. If BioStem is contacted during the Term by any governmental body or agency concerning any issue or allegation of non-compliance, product safety, product quality, product labeling or any alleged failure to comply with any governmental regulations, laws, or orders, BioStem shall so notify Hesed Life within thirty (30) business days of such contact. If BioStem is ordered to withdraw, discontinue, remove or recall any Product from the market by a government or governmental agency, regulatory body, court or the like (“Government Recall”), BioStem shall be solely responsible for removing the Products at BioStem’s sole cost and expense. BioStem may initiate a recall or issue an advisory letter or other safety-related communication with respect to the Product, and shall notify the other party in a timely manner in connection with any such action; provided, however, that in all cases BioStem shall be responsible for carrying out such recall or other action. However, Hesed Life shall cooperate with BioStem, at BioStem’s expense, in the recall of any units of the Product distributed or sold by Hesed Life. Any expenses or costs associated with such action shall be the responsibility of BioStem. Each party agrees to provide reasonable assistance to the other party in the event of any recall or issuance of any advisory letter. If BioStem becomes aware of any information that reasonably suggests that the Product may have caused or contributed to a death or serious injury, or that a Product has malfunctioned and would be likely to cause or contribute to a death or serious

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injury if the malfunction were to recur, each party agrees to (a) furnish such information to the other party within thirty (30) business days of receipt of such information and (b) make and retain records of such information.

4.[RESERVED]

5.PROPRIETARY RIGHTS.

5.1Ownership. Each party and its Affiliates exclusively retain all right, title and interest in and to their respective intellectual property rights controlled by a party and developed, made, invented, created, conceived, reduced to practice, or filed prior to, or independently of, this Agreement.

5.2License. Hesed Life grants BioStem an exclusive license to use its trademarks, copyrights and other intellectual property, including but not limited to Amniowrap 2 and/or Q Code 4221 and/or any derivatives thereof, in connection with BioStem providing the Services during the Term. Hesed Life shall make all required filings and maintain all registrations relating to its intellectual property used by BioStem to provide the Services.

5.3Materials. The parties agree that except as otherwise expressly set forth herein, all Confidential Information (as defined below), intellectual property, documentation, information and data as well as all biological, chemical or other materials controlled by either party in connection with Services performed under this Agreement (collectively, “Materials”) are and shall remain the property of such party.

5.4Deliverables. Except as otherwise expressly set forth in this Agreement, all inventions, discoveries and improvements arising out of the Services and all other products derived from the Services, in each case as conceived, modified or made by, and all works of authorship created by, BioStem, either alone or with third parties, in connection with the Services, and all intellectual property rights therein and thereto (collectively, the “Deliverables”), will be solely owned by BioStem. BioStem will retain sole ownership of and all rights to any information, data, documentation, records, and reports resulting from the sale of the Product. BioStem will also retain sole ownership of any and all rights to any of its pre-existing products, materials, tools, or technologies BioStem utilized in connection with the rendering the Services.

5.5Representatives; Affiliates. The obligations of this Article 5 shall apply to both party’s agents, employees, directors, managers, representatives, subcontractors, independent contractors, and Affiliates involved in the Services to be performed hereunder. Both parties agree to direct such persons or entities to comply with this Agreement and execute agreements ensuring compliance with this Agreement. For purposes of this Agreement, “Affiliate” means, as to a given entity, any other corporation or entity which controls, is controlled by, or is under common control with such entity or any successor entity; a corporation or other entity shall be deemed to “control” another corporation or entity for purposes of this definition if (a) it owns, directly or indirectly through one or more intermediaries, greater than fifty percent (50%) of the voting shares or other interests of such other corporation or entity, (b) has the power to elect more than half the directors or management of such other corporation or entity, or (c) has the ability, via contract or otherwise, to elect or direct the directors or management of the entity.

6.CONFIDENTIAL INFORMATION.

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6.1Definition. As used in this Agreement, the term “Confidential Information” shall mean any non-public scientific, technical, business or financial information possessed or obtained by, developed for or given to a disclosing party (the “Disclosing Party”) which is treated by that party as confidential or proprietary. Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, proprietary business or financial information, information relating to research or development activities, product and marketing plans, and customer and supplier information of a Disclosing Party. Confidential Information also includes any notes, analyses, compilations, studies or other material or documents prepared by the recipient party which contain, reflect or are based, in whole or in part, on the foregoing Confidential Information. The Disclosing Party will, to the extent practical, use commercially reasonable efforts, consistent with reasonable business practices, to label or identify as “CONFIDENTIAL” all the Disclosing Party’s Confidential Information. Notwithstanding the preceding sentence, the Disclosing Party’s failure to label or identify "CONFIDENTIAL" to its Confidential Information will not excuse a party from treating such information or documents as Confidential Information where, because of its nature, a reasonable person would or should know that such information is confidential and proprietary information of the Disclosing Party.

6.2Confidentiality Obligation. The party receiving Confidential Information (“Receiving Party”) agrees that it will:

(a)maintain all the Disclosing Party’s Confidential Information in strict confidence, except that the Receiving Party may disclose or permit the disclosure of any of the Disclosing Party’s Confidential Information to its employees, directors, managers, officers, agents, contractors, and consultants who are under nondisclosure and non-use obligations, which are at least as stringent as those set forth in this Agreement and who have a reasonable need to know the Disclosing Party’s Confidential Information in connection with the Agreement;

(b)use the Disclosing Party’s Confidential Information solely in accordance with this Agreement or Exhibit and for no other purpose;

(c)reproduce the Disclosing Party’s Confidential Information only to the extent necessary for the purposes of this Agreement and all obligations hereunder, with all such reproductions being considered the Disclosing Party’s Confidential Information; and

(d)except as provided in this Agreement (including Section 10.3) or any Exhibit, not disclose the discussions, transactions or Services under this Agreement nor any of the terms, conditions, or other facts under this Agreement, including the status thereof or the receipt of the Disclosing Party’s Confidential Information.

6.3Exception for Non-Disclosure. The obligations of the Receiving Party under this Agreement will not apply to the extent that the Receiving Party can demonstrate that the Disclosing Party’s Confidential Information:

(a)was in the public domain prior to the time of its disclosure to the Receiving Party under this Agreement;

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(b)entered the public domain after the time of its disclosure to the Receiving Party under this Agreement through means other than an unauthorized disclosure resulting from an act or omission by the Receiving Party;

(c)was independently developed or discovered by the Receiving Party, based on contemporaneous documentary evidence, without use of the Disclosing Party’s Confidential Information; or

(d)is or was disclosed to the Receiving Party at any time, whether prior to or after the time of its disclosure under this Agreement, by a third party having no obligation of confidentiality with respect to such Confidential Information.

In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, such Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, and if Receiving Party is nonetheless legally compelled to disclose Confidential Information, the Receiving Party may disclose the Disclosing Party’s Confidential Information to a governmental authority or by order of a court of competent jurisdiction, provided that the disclosure is subject to all applicable governmental or judicial protection available for like material.

7.INDEMNIFICATION AND INSURANCE.

7.1Indemnification by Hesed Life. Hesed Life agrees to defend, indemnify and hold harmless BioStem and its employees, directors, officers, independent contractors and agents (“BioStem Indemnitees”) against and from any and all liability, obligation, loss, damage, assessment, judgment, cost and expense, litigation, third party claims, proceedings, or investigations, including claims, proceedings or investigations by administrative or governmental agencies and amounts paid in settlement of any litigation, claims, proceedings, or investigations, and agrees to bear all costs and expenses, including reasonable attorneys’ fees and costs incurred in connection with the defense or settlement of any such litigation, claim, proceeding or investigation (collectively, “Claims”) arising out of (a) Hesed Life’s breach of the representations, warranties, covenants or obligations set forth in this Agreement (including in any Exhibit hereto); (b) Hesed Life’s gross negligence or willful misconduct in connection with this Agreement; (c) Hesed Life’s misstatements (except to the extent such misstatements were at the direction of BioStem) about the intended or appropriate use of the Product, the effectiveness of the Product, or the regulatory approval status of the Product; or (d) Hesed Life’s violation of any applicable law or regulation in connection with the Product; (e) BioStem’s customers use of the Product, including, personal injury or death; or (f) any Claim by any person or entity claiming that the manufacture, supply, use or other application by BioStem of all or any portion of the Product infringes or violates any intellectual property right of such person or entity.

7.2Indemnification Procedures. In the event of any such Claim against any BioStem Indemnitee (individually, an “Indemnitee”), BioStem shall promptly notify Hesed Life in

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writing of the Claim for which indemnification is sought under this Article 7; provided, that failure to promptly notify the indemnifying party shall relieve the indemnifying party of any obligation to the indemnified party under this Article 7 solely to the extent prejudicial to the indemnifying party’s ability to defend such action. Hesed Life shall, at its sole expense, defend and control such Claim with counsel of its own choosing; provided, however, that the indemnified party may participate in the defense of such Claim with its own counsel and at its own expense. Hesed Life shall not settle any Claim that is covered by this Article 7 without BioStem’s prior written consent.

7.3Insurance. During the Term and thereafter as may be necessary to cover claims set forth in Section 7.1 above (whether arising before, during or after the Term), each party shall obtain, pay for and maintain in full force and effect commercial general liability insurance (including coverage for product liability and personal injury damages) with one or more reputable insurance carriers with a minimal rating by AM Best of A- or its equivalent, with a per-occurrence limit of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate. Each party shall provide, or shall cause its applicable insurance carrier(s) to provide, to the other party at least thirty (30) days’ prior written notice in the event of a cancellation or material reduction in coverage. Each party carries, with financially sound and reputable insurers, insurance coverage (including errors and omissions, professional liability and comprehensive liability coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses.

8.LIMITATION OF LIABILITY.

8.1Limitation of Liability. EXCEPT AS OTHERWISE STATED HEREIN, BIOSTEM SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES.

8.2Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AMOUNT OF THE TOTAL AND AGGREGATE LIABILITY OF BIOSTEM (AND ITS AFFILIATES) ARISING OUT OF, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT (INCLUDING BREACH OF CONTRACT, TORT, INDEMNITY OR OTHERWISE) SHALL NOT EXCEED THE AGGREGATE AMOUNTS RECEIVED BY HESED LIFE FROM BIOSTEM UNDER THE APPLICABLE EXHIBIT DURING THE 12 MONTHS PRIOR TO THE DATE IN WHICH A CLAIM ARISES.

9.EXPIRATION AND TERMINATION.

9.1Term. The term of this Agreement commences on the Effective Date and shall continue for a term (“Term”) of one (1) year (the “Initial Term”), and automatically renew for additional and successive terms of one (1) year (“Renewal Term”) unless written notice of non-renewal, for any reason, shall be given by one party to the other at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term.

9.2Termination for Cause. Either party may terminate this Agreement at any time upon at least six (6) months’ prior written notice to the other party in the event of a breach of this Agreement by the other party which (a) cannot be cured (e.g., breach of the confidentiality

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obligations), or (b) continues uncured for fifteen (15) days after written notice to the breaching party.

9.3Effect of Termination or Expiration. Upon termination or expiration of this Agreement, neither BioStem nor Hesed Life will have any further affirmative obligations under this Agreement, except that (a) Hesed Life will pay BioStem any monies due and owing BioStem as contemplated by Exhibit A, (b) Hesed Life will destroy or return to the other party copies of all Confidential Information of the other party in its possession or control except for one (1) copy which Hesed Life may retain solely to enforce or defend its rights hereunder and monitor surviving obligations of confidentiality and (c) BioStem shall have a non-transferable right to sell any remaining Product in its possession provided that such sales of all remaining Product are completed within one hundred and eighty (180) days after the date of termination. Following such one hundred and eighty (180) day period, Hesed Life shall have the option to purchase the entire remaining inventory of Product in BioStem’s possession at cost from BioStem. If Hesed Life elects not to purchase the Product in accordance with the foregoing sentence, BioStem may continue to sell any remaining Product until BioStem’s inventory of such Product is exhausted.

9.4Survival of Certain Terms. The parties acknowledge that some obligations in this Agreement will survive the expiration or any termination of this Agreement, including the obligations contained in Sections 3.3 through 8, 9.3, 9.4, 10.2, 10.3, 10.4, 10.6, 10.7, 10.8, 10.12, 10.13, 10.15, 10.16, 10.17 and any other sections that include proprietary rights, confidential information, indemnification or insurance obligations.

10.MISCELLANEOUS.

10.1Independent Contractor. All Services will be rendered by BioStem as an independent contractor and this Agreement does not create a joint venture, fiduciary relationship, partnership or agency of any kind between Hesed Life and BioStem. Neither party will in any way represent itself to be a partner, joint venture or agent of the other party.

10.2Taxes. Each party will pay all required taxes on their respective income under this Agreement. Each party will provide the other party with its taxpayer identification number upon reasonable request.

10.3Publicity; Disclosure. Except as otherwise expressly provided in this Agreement or an Exhibit, Hesed Life may not use the name or logos of BioStem in any advertising or other form of publicity without the prior written permission of BioStem. Hesed Life acknowledges that BioStem has disclosure obligations as a public company, and that this Agreement and entering into the transactions contemplated hereby may be subject to disclosure under applicable securities laws. Hesed Life agrees that it shall not announce or disclose the terms of this Agreement or the fact that it is entering into a transaction with BioStem without obtaining BioStem’s prior written contest thereto.

10.4Notices. All notices must be written and sent to the address of the applicable party as set forth on the signature page of this Agreement and in accordance with this Section 10.4; provided, that the parties may update their addresses by written notice to the other party in accordance with this Section 10.4. All notices must be given: (a) by personal delivery; (b) by electronic transmission; (c) by prepaid certified or registered mail, return receipt requested; or (d) by prepaid recognized next business day delivery service. Notices will

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be effective upon receipt during normal business hours of the recipient, or if received after such normal business hours upon the following business day.

10.5Force Majeure. Except with respect to payment obligations hereunder, neither party shall be liable to the other for failing to carry out the terms of this Agreement where such failure is the result of an event that is not within the reasonable control of the party affected, including without limitation an injunction; an order or action by a governmental authority; a fire; an accident, a labor disturbance; a strike; a riot; a civil commotion; an act of God; a pandemic or epidemic; a delay or error by a shipping company or common carrier; or a change in applicable laws or regulations.

10.6Interpretation. Unless the context of this Agreement otherwise requires: (a) the headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof; (b) words of any gender include each other gender; (c) words using the singular or plural number also include the plural or singular number, respectively; (d) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement; (e) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (f) the terms “include” and “including” mean include or including “without limitation” whether or not expressly stated; and (g) “days” refers to calendar days unless otherwise indicated. All accounting terms used but not otherwise defined herein have the meanings ascribed to such terms under the applicable accounting standards as applied to a party. All references to “$” amounts hereunder shall be deemed to be U.S. Dollars, and all payments due hereunder shall be made in U.S. Dollars unless otherwise specified.

10.7Third-Party Beneficiaries. Except as otherwise expressly set forth herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any third party, including any creditor of either party. No such third party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision make any claim in respect of any debt, liability or obligation (or otherwise) against either party.

10.8Assignment. This Agreement and the rights and obligations hereunder may not be assigned or transferred by either party to a third party without the prior written consent of the other party. However, BioStem may assign this Agreement without the written consent of Hesed Life, in whole or in part, to a subsidiary or Affiliate of BioStem, or in connection with a merger, consolidation, change of control, or a sale or transfer of all or substantially all of the assets to which this Agreement relates.

10.9Entire Agreement. This Agreement (together with the Exhibit(s), all of which are incorporated herein by this reference) constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all previous written or oral representations, agreements and understandings between Hesed Life and BioStem (including any prior-executed nondisclosure agreement).

10.10Amendment. The provisions of this Agreement and the Exhibits may be changed only by a writing signed by authorized representatives of both parties, except as otherwise expressly set forth herein.

10.11Severability: Reformation. Each provision in this Agreement is independent and severable from the others, and no provision will be rendered unenforceable as a result of any other provision(s) being held to be invalid or unenforceable in whole or in part. If any provision

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of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be appropriately limited and reformed to the maximum extent permitted by applicable law.

10.12Governing Law. Subject to Section 10.13 below, this Agreement will be construed and interpreted and its performance governed, in each case, by the laws of the State of Florida, without giving effect to its doctrine of conflict of laws or the laws of any other jurisdiction; provided, that matters of intellectual property law will be determined in accordance with United States federal law.

10.13Dispute Resolution. In the event that the parties are unable to resolve any dispute, controversy, or claim arising out of or relating to this contract or the breach, termination, or invalidity thereof (each, a “Dispute”) within thirty (30) days from service of written notice of such Dispute by either party to the other party, or at such earlier time as is mutually agreed by the parties, such Dispute shall then be decided by a confidential, binding, non-appealable arbitration administered by the American Arbitration Association (the “AAA”) under the Commercial Arbitration Rules then in effect (the “Rules”) of the AAA. The arbitration will be conducted in English. Such arbitration shall be before a single arbitrator who shall be jointly selected by Hesed Life and BioStem. If the parties cannot agree upon an arbitrator within thirty days after the initiation of arbitration then the appointment of the arbitrator shall be made by the AAA in accordance with the Rules, except as they may be modified by the mutual written agreement of the parties. The award of any arbitration shall be final, conclusive and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the application, interpretation, or enforceability of this paragraph, including any contention that all or part of this paragraph is invalid or unenforceable, shall be governed by the Federal Arbitration Act and is exclusively delegated to, and shall be resolved by, the arbitrator.

10.14Waiver. No waiver of any term, provision or condition of this Agreement (whether by conduct or otherwise) in any one or more instances will be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement.

10.15Counterparts and Signatures. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. Signatures to this Agreement transmitted by electronic mail in “portable document format” (“.pdf’) form, or by any other electronic means intended to preserve the originals graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signatures, and shall be deemed original signatures by both parties.

10.16Headings. This Agreement contains headings only for convenience and the headings do not constitute or form a part of this Agreement, and should not be used in the construction of this Agreement.

10.17Solicitations. Neither party shall, during the Term and for six (6) months after the termination, for any reason, solicit to hire any person who during the Term of this Agreement was an employee, distributor, or contractor who provided services directly to the other party. The parties agree that in the event that there is a breach of this section, the non-breaching party shall be entitled to injunctive relief in addition to all other relief. However, it shall not be considered a breach of this provision for a party to retain or

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continue to receive services from employees or contractors who are already providing services for that party. Further, general solicitations for the purposes of obtaining employees or contractors in the market shall not be considered to be a violation of this section.

[signature page follows]

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The parties have indicated their acceptance of the terms of this Agreement by the signatures set forth below. Each individual signing on behalf of an entity hereby personally represents and warrants his or her legal authority to legally bind that entity.

BioStem Technologies, Inc. Hesed Life and Medical, LLC.

By: /s/ Jason Matuszewski By: /s/ Tracy L. Basso, DPM

Name: Jason Matuszewski Name: Tracy L. Basso, DPM

Title: CEO Title: President

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CONFIDENTIAL

DRAFT – 6/6/2023

Exhibit A

Commercialization Services

Services

BioStem shall begin the manufacturing, advertising, promoting, offering for sale and selling, distribution, and other marketing activities of the Product as well as receipt of payment for the Product. BioStem may identify one or more downstream distributors for the Product.

Payment

BioStem agrees to pay a fee in an amount of $75.00 a square cm for every unit of the Product sold and for which BioStem is paid by a customer or distributor. BioStem will pay these fees no later than the fifteenth (15th) day of the calendar month following the calendar month during which BioStem receives payment for such Products. Notwithstanding the above, if a refund is issued to a customer for any reason whatsoever (whether via return, damage, recall or otherwise), Hesed Life shall reimburse BioStem for the full amount previously paid by BioStem to Hesed Life pursuant to this Exhibit A or BioStem may elect to instead offset future payments to Hesed Life until such amounts are

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EX-10.14

Exhibit 10.14

Form of Restricted Unit Award Agreement

BioStem Technologies, Inc.

Restricted Unit Award Agreement

Number of Restricted Stock Units Grant Date Vesting Schedule/Performance Period/Performance Vesting Requirements

BioStem Technologies, Inc., a Florida corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant to the terms of the attached Restricted Unit Award Agreement and the BioStem Technologies, Inc. 2022 Equity Incentive Plan, as may be amended from time to time (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and the Plan.

Participant: _____________________________

Signature: ____________________________

BioStem Technologies, Inc.

By: _________________________

Name: _________________________

Title: _________________________

This is not a stock certificate or a negotiable instrument. This grant of RSUs is a

voluntary grant from the Company and Participant hereby acknowledges that the

Company has no obligation to make additional grants in the future.

UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TO EVIDENCE THE RSUs GRANTED TO YOU.

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BioStem Technologies, Inc.

RESTRICTED UNIT AWARD AGREEMENT

1. Award. This Restricted Unit Award Agreement (this “Agreement”) evidences the grant to Participant, on the Grant Date set forth on the cover page of this Agreement, the Restricted Stock Units as set forth therein (the “Restricted Stock Units” or “RSUs”) under the BioStem Technologies, Inc. 2022 Equity Incentive Plan, as may be amended from time to time (the “Plan”). As used herein, the term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the settlement to be made to the Participant if such Restricted Stock Units vest pursuant to this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.

2. Non-Transferability of the RSUs. Your RSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your RSUs are no greater than that of other general, unsecured creditors of the Company.

3. Vesting. Subject to the terms and conditions set forth in this Agreement, the RSUs covered by this grant shall vest on the vesting date(s) set forth on the cover page of this Agreement and subject to the satisfaction or attainment of the performance criteria set forth therein, if any, provided the Participant is employed by the Company on the applicable date of vesting.

4. Dividends. Participant shall not be entitled to any cash, securities or property that would have been paid or distributed as dividends with respect to the RSUs subject to this Agreement prior to the date the RSUs are delivered to Participant; provided, however, that the Company shall keep a hypothetical account in which any such items shall be recorded, and shall pay to Participant the amount of such dividends (in cash or in kind as determined by the Company) on the same date that the shares underlying the RSUs to which such payments or distributions relate are required to be delivered under this Agreement.

5. Timing and Manner of Payment on RSUs.

(a) On or as soon as administratively practical following a vesting event pursuant to this Agreement (and in all events not later than two and one-half (2½) months after such vesting event), the Company shall deliver to the Participant a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its discretion) equal to the number of Shares subject to the RSU that vest on the Vesting Date, less any withholding or expenses as set forth herein. The Company’s obligation to deliver Shares with respect to vested RSUs is subject to the condition precedent that the Participant deliver to the Company any representations

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or other documents or assurances required pursuant to this Plan. The Participant shall have no further rights with respect to any RSUs that are settled or that terminate pursuant to this Agreement or the Plan.

(b) Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares, if any, with respect to RSUs by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator consistent with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)).

6. Rights of Participant. Participant shall have none of the rights of a shareholder at any time prior to the delivery of any Shares pursuant to the RSUs subject to this Agreement, except as expressly set forth in this Plan or herein.

7. Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding taxes as determined by the Company with respect to the date the RSUs are settled. If Participant does not arrange for payment of the applicable withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline for such payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount to the Company in cash. Participant authorizes the Company to withhold in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement.

8. Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect of an RSU upon any Securities Exchange or any Applicable Requirement, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver such Shares unless and until such Applicable Requirements shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

9. Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel.

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10. Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid.

11. Forfeiture of Non-Vested Shares. If the Participant’s service to the Company or any of its Affiliates as a Service Provider terminates for any reason, any RSUs that have not vested in accordance with its terms, and that do not become vested in accordance with its terms pursuant to Section 3 hereof as a result of such termination, shall be forfeited immediately upon such termination of the Participant without any payment to the Participant. The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of the Participant’s forfeiture of vested or nonvested RSUs pursuant to this Section 11.

12. Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever.

13. Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Florida. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN BROWARD COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

14. Clawback of Benefits. The Company may (i) cause the cancellation of the RSUs, (ii) require reimbursement of any benefit conferred under the RSUs to the Participant or designated beneficiary, and (iii) effect any other right of recoupment of equity or other compensation provided under the Plan or otherwise in accordance with any Company policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or applicable law (each, a “Clawback Policy”). In addition, the Participant may be required to repay to the Company certain previously paid compensation, whether provided under the Plan or an Award Agreement or otherwise, in accordance with any Clawback Policy. By accepting this award, the Participant agrees to be bound by any existing or future Clawback Policy adopted by the Company, or any amendments that may from time to time be made to the Clawback Policy in the future by the Company in its discretion (including without limitation any Clawback Policy adopted or amended to comply with applicable laws or stock exchange requirements) and further agrees that all of the Participant’s Award Agreements (and/or awards issued under the Prior Plan) may be unilaterally amended by the Company, without the Participant’s consent, to the extent that the Company in its discretion determines to be necessary or appropriate to comply with any Clawback Policy.***

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EX-21.1

Exhibit 21.1

List of Subsidiaries of

BioStem Technologies, Inc.

Entity Name	Place of Organization
Blue Tech Industries, Inc. (d/b/a BioStem Life Sciences, Inc.)*	Delaware
Nesvik Pharmaceuticals, Inc.*	Delaware
Auxocell Operations, Inc.*	Nevada

* 100% owned subsidiary of BioStem Technologies, Inc.

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the inclusion in this Registration Statement of BioStem Technologies, Inc. on Form 10 of our report dated April 19, 2024 which includes an explanatory paragraph as to BioStem Technologies, Inc.’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of BioStem Technologies, Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022, which report appears in the Prospectus, which is part of this Registration Statement.

/s/ Marcum llp

Marcum llp

Fort Lauderdale, FL

September 26, 2024