DigiPath,Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT DIGIPATH, CORP.
DigiPath,Inc. • July 14th, 2014 • Services-management consulting services • Kansas

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Eric Stoppenhagen (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DigiPath, Corp., a Nevada corporation (the “Company”), up to 3,000,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Consulting, Confidentiality and Proprietary Rights Agreement • June 2nd, 2014 • DigiPath,Inc. • Services-management consulting services • Nevada

This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 30th day of May, 2014 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Joe Tanner (“Consultant”).

COMMON STOCK PURCHASE WARRANT DIGIPATH, CORP.
DigiPath,Inc. • July 14th, 2014 • Services-management consulting services • Kansas

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Steven D. Barbee (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DigiPath, Corp., a Nevada corporation (the “Company”), up to 3,000,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITY AGREEMENT
Security Agreement • May 15th, 2020 • Digipath, Inc. • Services-management consulting services • Nevada

SECURITY AGREEMENT (this “Agreement”), dated as of February 11, 2020 (this “Agreement”) between DIGIPATH, INC., a Nevada corporation (the “Parent”), DIGIPATH, LABS, INC., a Nevada corporation (“Digi Labs” and together with the Parent, collectively, the “Company”), and ELIZABETH PARKER (the “Secured Party”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2019 • Digipath, Inc. • Services-management consulting services • Nevada

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2019 (the “Effective Date”), by and between DIGIPATH, INC., a Nevada corporation with its principal place of business at 6450 Cameron Street, Suite 113, Las Vegas, NV 89014 (the “Company”) and KYLE REMENDA, an individual residing at 2532 Shoreline Drive, Lake Country BC, V4V2R6 Canada (“Executive”).

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Consulting, Confidentiality and Proprietary Rights Agreement • July 14th, 2014 • DigiPath,Inc. • Services-management consulting services • Kansas

This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 19th day of April 2014 (the “Effective Date”) by and between DigiPath Corp., a Kansas corporation (the “Company”), Eric Stoppenhagen, an individual (“Consultant”).

SECURITY AGREEMENT
Security Agreement • November 21st, 2018 • Digipath, Inc. • Services-management consulting services • Nevada

SECURITY AGREEMENT (this “Agreement”), dated as of October 23, 2018 (this “Agreement”) between DIGIPATH, INC., a Nevada corporation (the “Parent”), DIGIPATH, LABS, INC., a Nevada corporation (“Digi Labs” and together with the Parent, collectively, the “Company”), and CSW Ventures, LP, (in such capacity, the “Collateral Agent”) for the holder(s) of the Note (as defined below) listed on Schedule A hereto, as it may be updated from time to time (collectively, the “Holders”).

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Consulting, Confidentiality and Proprietary Rights Agreement • July 15th, 2011 • DigiPath,Inc. • Services-management consulting services

This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") by and between i-Path Diagnostics Ltd., a United Kingdom corporation (the “Company”), and DigiPath, Inc, a Nevada corporation (“Consultant”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2017 • DigiPath,Inc. • Services-management consulting services

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 22, 2017, by DIGIPATH, INC. (the “Company”), and TODD DENKIN (the “Executive”).

NONDISCLOSURE AGREEMENT
Nondisclosure Agreement • December 18th, 2014 • DigiPath,Inc. • Services-management consulting services • California

THIS NONDISCLOSURE AGREEMENT (this “NDA”) is made as of December 9th, 2014 (the “Effective Date”) by and between DigiPath, Inc., located at 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118 (“Discloser”), and W-Net, Inc. (“Recipient”).

Contract
DigiPath,Inc. • March 21st, 2016 • Services-management consulting services • Nevada

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

OMNIBUS AGREEMENT AND AMENDMENT
Omnibus Agreement and Amendment • October 7th, 2015 • DigiPath,Inc. • Services-management consulting services • Kansas

This Omnibus Agreement and Amendment (this “Agreement”) is made as of the 1st day of October, 2015, by and among DigiPath, Inc., a Nevada corporation (“DIGP”), DigiPath Corp., a Kansas corporation (“Digi Corp”) and Steven D. Barbee (“Barbee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2017 • DigiPath,Inc. • Services-management consulting services

THIS AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT (this “Amendment”) is entered into as of December 22, 2017, by DIGIPATH, INC. (the “Company”), and TODD PETERSON (the “Executive”).

ASSET PURCHASE AGREEMENT among Digipath Labs, Inc. and Digipath, Inc. and DPL NV LLC dated as of April 20, 2023
Asset Purchase Agreement • May 3rd, 2023 • Digipath, Inc. • Services-testing laboratories • Nevada

This Asset Purchase Agreement (this “Agreement”), dated as of April 20, 2023, is entered into by and among DIGIPATH LABS, INC., a Nevada corporation (“Seller”), DPL NV LLC, a Nevada limited liability company (“Buyer”), and for the limited purposes set forth herein, DIGIPATH, INC., a Nevada corporation (the “Owner”).

Alliance Advisory Partners LLC
DigiPath,Inc. • February 19th, 2016 • Services-management consulting services
SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • September 30th, 2019 • Digipath, Inc. • Services-management consulting services • Nevada

This Agreement (this “Agreement”) is made as of September 26, 2019, by and between DIGIPATH, INC., a Nevada corporation (the “Company”), and TODD DENKIN (“Denkin”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • July 6th, 2020 • Digipath, Inc. • Services-management consulting services • Nevada

This Agreement (this “Agreement”) is made as of July 1, 2020 (the “Effective Date”), by and between DIGIPATH, INC., a Nevada corporation (the “Company”), and KYLE REMENDA (“Remenda”).

DigiPath, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Consulting, Confidentiality and Proprietary Rights Agreement • December 18th, 2014 • DigiPath,Inc. • Services-management consulting services • California

This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 10th day of December 2014 (the “Effective Date”) by and between DigiPath, Inc. a Nevada corporation (the “Company”), W-Net, Inc. (“Consultant”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 3rd, 2023 • Digipath, Inc. • Services-testing laboratories • Nevada

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of April 20, 2023 and approval by the Nevada Cannabis Compliance Board (the “Effective Date”), is made by and between Digipath, Inc. a Nevada corporation (“Inc.”), Digipath Labs, Inc., a Nevada corporation (“Labs” and together with Inc., “the Digipath Parties”), and DPL NV LLC, a Nevada limited liability company (the “Manager”).

HUMBOLDT BOTANICAL, LLC A California Limited Liability Company OPERATING AGREEMENT Dated as of August 31, 2017
Operating Agreement • December 29th, 2017 • DigiPath,Inc. • Services-management consulting services • California

THIS OPERATING AGREEMENT (this “Agreement”) of HUMBOLDT BOTANICAL, LLC (the “Company”), dated and effective as of August 31, 2017 is hereby agreed to by and among Digipath, Inc., a Nevada corporation (“Digi”), and DON ASHLEY (“Ashley” and, together with Digi, and any other Person hereafter admitted as a member of the Company in accordance with this Agreement, the “Members”).

EMPLOYMENT, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Employment, Confidentiality and Proprietary Rights Agreement • June 23rd, 2015 • DigiPath,Inc. • Services-management consulting services • Nevada

This Employment, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 19th day of June, 2015 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Todd Peterson (the “Employee”).

Dennis Stoutenburgh Social Strategy 1 Joseph Bianco, Chairman DigiPath, Inc.
DigiPath,Inc. • March 3rd, 2016 • Services-management consulting services
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AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • January 6th, 2021 • Digipath, Inc. • Services-management consulting services

THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of December 28, 2020, is entered into by and among DIGIPATH, INC., a Nevada corporation (the “Company”), and [_______________] (“Lender”).

SEPARATION AGREEMENT
Separation Agreement • October 6th, 2014 • DigiPath,Inc. • Services-management consulting services • California

This Separation Agreement (this “Agreement”) is made and entered into as of October 3, 2014 (the “Effective Date”), by and between DigiPath, Inc., a Nevada corporation (the “Company”) and Joe Tanner, an individual (“Tanner”). The Company and Tanner are hereinafter collectively referred to as the “Parties.”

EXCHANGE AGREEMENT
Exchange Agreement • January 6th, 2022 • Digipath, Inc. • Services-management consulting services • Nevada

THIS EXCHANGE AGREEMENT (this “Agreement”), between Digipath, Inc., a Nevada corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”), is made and entered into as of the date of the Company’s signature hereto.

DIGIPATH, INC. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Convertible Preferred Stock Purchase Agreement • April 10th, 2014 • DigiPath,Inc. • Services-management consulting services • Nevada

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of April 9, 2014 (the “Effective Date”), by and among DigiPath, Inc., a Nevada corporation, (the “Company”), and the undersigned investor listed on the signature page and on Exhibit A attached hereto (the “Investor”).

STOCK PURCHASE AGREEMENT By and among VSSL ENTERPRISES LTD., A British Columbia corporation, (The Company), KYLE JOSEPH REMENDA, PHILIPPE OLIVIER HENRY, AUDIM VENTURES LTD. AND BRITT ASH ENTERPRISES LTD. (The Selling Shareholders) and DIGIPATH, INC....
Stock Purchase Agreement • March 16th, 2020 • Digipath, Inc. • Services-management consulting services • Nevada

This Stock Purchase Agreement (this “Agreement”), dated as of March 9, 2020, is entered into between DIGIPATH, INC., a Nevada corporation (“Buyer”), VSSL ENTERPRISES LTD., a British Columbia corporation (the “Company”), KYLE JOSEPH REMENDA (“Remenda”), PHILIPPE OLIVIER HENRY, PhD (“Henry”) AUDIM VENTURES LTD. (“Audim”), and BRITT ASH ENTERPRISES LTD. (“Britt Ash” and, together with Remenda, Henry and Audim, the “Selling Shareholders”).

CONTRIBUTION AGREEMENT
Contribution Agreement • March 28th, 2014 • DigiPath,Inc. • Services-management consulting services • Nevada

This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of the 24th day of March, 2014 (the “Effective Date”), by and between DigiPath, Inc., a Nevada corporation (“Parent”) and DigiPath, Corp., a Kansas corporation (“Subsidiary”).

W-NET, INC. December 10, 2014
DigiPath,Inc. • December 18th, 2014 • Services-management consulting services • California
MASTER JOINT VENTURE AGREEMENT
Master Joint Venture Agreement • February 23rd, 2017 • DigiPath,Inc. • Services-management consulting services • New York

MASTER JOINT VENTURE AGREEMENT (this “Agreement”), dated as of February 20, 2017, by and between DIGIPATH, INC., a Nevada corporation (“Digi”), and OC TESTING, LLC, a Delaware limited liability company (“OC”).

AGREEMENT
Agreement • September 30th, 2019 • Digipath, Inc. • Services-management consulting services • Nevada

THIS AGREEMENT (“Agreement”) is made as of September 25, 2019 (the “Effective Date”) between DIGIPATH, INC., a Nevada corporation (the “Company”), and Philippe Henry (“Consultant”, and together with Company, the “Parties”).

securities purchase AGREEMENT
Securities Purchase Agreement • January 6th, 2022 • Digipath, Inc. • Services-management consulting services • Nevada

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), between Digipath, Inc., a Nevada corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”), is made and entered into as of the date of the Company’s signature hereto.

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Consulting, Confidentiality and Proprietary Rights Agreement • December 29th, 2021 • Digipath, Inc. • Services-management consulting services • Nevada

This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 1st day of September, 2021 (the “Effective Date”) by and between DigiPath Labs, Inc., a Nevada corporation (the “Company”), and Duck’s Nest Investments, Inc., (“Consultant”). a Florida Company wholly-owned by A. Stone Douglass (“Principal”).

DIGIPATH, INC. Amended and Restated Option Agreement
2012 Stock Incentive Plan • June 27th, 2016 • DigiPath,Inc. • Services-management consulting services

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, DigiPath, Inc. (the “Company”) has granted you an option under its Amended and Restated 2012 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

Scott Narins
DigiPath,Inc. • March 3rd, 2016 • Services-management consulting services
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