Entia Biosciences, Inc. Sample Contracts

WITNESSETH
Exclusive Option Agreement • September 4th, 2008 • Generic Marketing Services, Inc. • Services-help supply services • Pennsylvania
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EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon

This employment agreement (the “Agreement”) is effective as of October 1, 2015 between Entia Biosciences, Inc., a Nevada corporation (“ERGO” or "the Company"), and Timothy A. Timmins, an individual resident of Oregon (“Executive”).

APPENDIX B to the Common Stock and Warrant Purchase Agreement] FORM OF “B” WARRANT
Total Nutraceutical Solutions, Inc. • December 20th, 2010 • Services-help supply services • Nevada

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • January 5th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of the latter of the dates on which this agreement was signed the “Agreement”), by and among Entia Biosciences, Inc., a Nevada corporation (the “Company”) and Delta Group Investments Limited (the “Purchaser”).

LICENSE AGREEMENT
License Agreement • February 24th, 2017 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products

This LICENSE AGREEMENT (the “Agreement”) is dated as of the date of the last signature below (the “Effective Date”), by and between Entia Biosciences, Inc. of 13565 SW Tualatin-Sherwood Rd. Suite 800, Sherwood, Oregon 97140 (“Licensor”) and GROH BEAUTY CORP of 508 SW 12th Avenue, Deerfield Beach, Florida 33442 (“Licensee”). Licensor and/or Licensee are sometimes individually referred to as a “Party” and collectively as the “Parties”.

TERMINATION OF PROFIT SHARING AGREEMENT
Sharing Agreement • February 22nd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services

This Termination of Profit Sharing Agreement is entered into on this February 17, 2011 (the “Effective Date”) between Total Nutraceutical Solutions, Inc., a Nevada corporation (“TNS”) and Delta Group Investments Limited (“DGI”), a British Virgin Islands company (the “Parties”).

CONVERTIBLE DEBENTURE DUE 12 MONTHS FROM ISSUE DATE
Entia Biosciences, Inc. • March 30th, 2015 • Medicinal chemicals & botanical products • Oregon

THIS DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Entia Biosciences, Inc., a Nevada corporation, having its principal place of business at 13565 SW Tualatin-Sherwood Rd #800 Sherwood, OR 97140 (the “Company”), designated as its Convertible Debenture due __________(the “Debenture” and, collectively with the other such series of debentures as may be issued, the “Debentures”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Washington

This Employment Agreement is dated as of October 28, 2011 by and between Marvin S. Hausman, MD (hereafter referred to as “HAUSMAN”), having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648 and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS” or “Corporation”) having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648.

EQUITY INTEREST TRANSFER AGREEMENT Among American Charter Marketing LLC and Total Nutraceutical Solutions, Inc. Date: September 28, 2010
Equity Interest Transfer Agreement • February 22nd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • June 12th, 2009 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this ____ day of ________, 200_ (the “Agreement”), by and among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).

December 26th, 2014
Entia Biosciences, Inc. • January 15th, 2015 • Medicinal chemicals & botanical products

Arthur C. Piculell Jr. and Marvin S. Hausman, CEO Entia Biosciences Inc. hereby extend Exhibit A attached hereto and made a part hereof as if fully set out herein.

CONTRACT FOR THE SALE OF GOODS
Entia Biosciences, Inc. • February 24th, 2017 • Medicinal chemicals & botanical products

This CONTRACT FOR THE SALE OF GOODS (the “Agreement”) is dated as of the date of the last signature below (the “Effective Date”), by and between Entia Biosciences, Inc. of 13565 SW Tualatin-Sherwood Rd. Suite 800, Sherwood, Oregon 97140 (“Seller”) and GROH BEAUTY CORP of 508 SW 12th Avenue, Deerfield Beach, Florida 33442 (“Buyer”). Seller and/or Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties”.

Distribution Agreement Between Total Nutraceutical Solutions, Inc (the “Supplier or TNS”) and (the “Distributor”)
Distribution Agreement • December 28th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada
SEPARATION AGREEMENT AND RELEASE
Separation Agreement  and Release • September 8th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products

THIS SEPARATION AGREEMENT AND RELEASE ("Separation Agreement") is made and entered into by and between Devin Andres ("Andres") and Entia Biosciences, Inc., a Nevada corporation ("Entia"), including its predecessor, Total Nutraceutical Solutions, Inc., a Nevada corporation ("TNS") (Entia and TNS, including all affiliates and subsidiaries, will be referred to as "Entia"). This Separation Agreement is effective on the date Andres signs this Separation Agreement, as indicated on the signature page ("Effective Date").

SECOND AMENDMENT TO PROMISSORY NOTE DELTA GROUP INVESTMENTS LIMITED
Entia Biosciences, Inc. • July 3rd, 2013 • Services-help supply services
COMMON STOCK AND WARRANT PURCHASE AGREEMENT TOTAL NUTRACEUTICAL SOLUTIONS, INC.
Common Stock and Warrant Purchase Agreement • December 20th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this ____ day of ________, 2010 the “Agreement”), by and among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).

Media Agency of Record Agreement
Agency of Record Agreement • October 26th, 2009 • Total Nutraceutical Solutions, Inc. • Services-help supply services

This Media Agency Agreement is made as of this 21 st day of October, 2009, by and between Cartel Media Group, 500 N. Rainbow, Suite 300, Las Vegas, NV 80107; (referred to herein as the "Agency"), and Total Nutraceutical Solutions, a Nevada Corporation, 80 Columbia Street, Stevenson, WA 98648 (referred to herein as the "Client"). The Parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

CONSULTING AGREEMENT
Consulting Agreement • October 28th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services

AGREEMENT made as of January 1, 2010 by and between Devin Andres (hereafter referred to as “Consultant”), having a place of business at 10105 Wheatland Road, Salem, OR 97303 and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS”) having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648.

SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • June 3rd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT is entered into as of this 27th day of June, 2011 the “Agreement”), by and among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (“Purchaser” and together the “Purchasers”).

Asset Sales Agreement
Agreement • December 19th, 2013 • Entia Biosciences, Inc. • Services-help supply services
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PROMISSORY NOTE
Entia Biosciences, Inc. • July 3rd, 2013 • Services-help supply services • Oregon
EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2011 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Washington

This Employment Agreement is dated as of October 28, 2011 by and between Devin Andres (hereafter referred to as “ANDRES”), having a place of business at 10105 Wheatland Road, Salem, OR 97303 and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS” or “Corporation”) having a place of business at 80 Columbia Street, PO Box 910, Stevenson, WA 98648.

PROFESSIONAL DISTRIBUTOR AGREEMENT
Professional Distributor Agreement • September 11th, 2014 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • New York

THIS AGREEMENT is made as of September 1st, 2014 between Total Nutraceutical Solutions, Inc. (hereafter “Manufacturer”), having its principal office at 13565 SW Tualatin-Sherwood Rd, Suite 800, Sherwood, OR 97140 and Shooting Starzz, LLC (hereafter “Distributor”), having its principal office at 1590 NW 27th Ave Ste. 2, Pompano, Beach FL 33069.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 21st, 2009 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Nevada

This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2009, among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “ Seller”), and Philip Sobol, an individual (the “Buyer”); and

TOTAL NUTRACEUTICAL SOLUTIONS, INC. CONSULTING AGREEMENT
Consulting Agreement • September 3rd, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services • Washington

AGREEMENT made as of the 26th day of August, 2010 (the “Effective Date”), by and between Keith E. Manfred (“Consultant”), and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS”) having a place of business at 80 Columbia Street, Stevenson, Washington 98648.

THIRD AMENDMENT TO PROMISSORY NOTE DELTA GROUP INVESTMENTS LIMITED
Entia Biosciences, Inc. • January 5th, 2015 • Medicinal chemicals & botanical products
ASSIGNMENT AND ASSUMPTION
Termination Agreement • March 15th, 2010 • Total Nutraceutical Solutions, Inc. • Services-help supply services

Pursuant to the Termination Agreement (the “Termination Agreement”), dated as of the date hereof, between MSH Ventures, Inc. (“MSH”), CapRegen plc and Natural Biosciences Inc. (“NBI”), NBI has agreed to assign all of its rights under the Exclusive License Agreement (the “License Agreement”) dated as of December 1, 2008 between University of Cologne (“University”) and NBI, as well as all related good will and know how, to MSH or its designee (the “Assignment”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT ENTIA BIOSCIENCES, INC.
Common Stock and Warrant Purchase Agreement • March 30th, 2015 • Entia Biosciences, Inc. • Medicinal chemicals & botanical products • Oregon

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this 15 day of October, 2014 the “Agreement”), by and among Entia Biosciences, Inc., a Nevada corporation (the “Company”) and Michael Budagher (the “Purchaser”).

PROMISSORY NOTE
Entia Biosciences, Inc. • December 19th, 2013 • Services-help supply services • Oregon
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