Biostem Technologies Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2026 between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Pleiades Partners LLC, a Wyoming limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2025, by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Brandon Poe (“Executive”). This Agreement shall supersede and replace, in its entirety, that certain Amended and Restated Independent Director Agreement, dated September 14, 2024, between the Company and the Executive (the “Prior Director Agreement”) and, effective as of the Start Date (defined below), such Prior Director Agreement is hereby deemed terminated and shall no longer have any force or effect. It is understood that Executive’s first day of employment under this Agreement shall be August 11, 2025 or as may be mutually agreed in writing between the Parties (the “Start Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2026, between BioStem Technologies, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2025, by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Brandon Poe (“Executive”). This Agreement shall supersede and replace, in its entirety, that certain Amended and Restated Independent Director Agreement, dated September 14, 2024, between the Company and the Executive (the “Prior Director Agreement”) and, effective as of the Start Date (defined below), such Prior Director Agreement is hereby deemed terminated and shall no longer have any force or effect. It is understood that Executive’s first day of employment under this Agreement shall be August 11, 2025 or as may be mutually agreed in writing between the Parties (the “Start Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2024 • Biostem Technologies • Florida
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").
SERIES [A][B] COMMON STOCK PURCHASE WARRANT BioStem Technologies, Inc.Warrant Agreement • September 30th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
THIS SERIES [A][B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the ______1 anniversary of the Effective Date, provided that, if such date is not a Trading Day, then the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioStem Technologies, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
FOURTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment to Distribution and Services Agreement (this “Fourth Amendment”) is made by and between BioStem Technologies, Inc., a Delaware corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of July 17, 2025 (the “Amendment Effective Date”).
THIRD AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Third Amendment to Distribution and Services Agreement (this “Third Amendment”) is made by and between BioStem Technologies, Inc., a Delaware corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of June 1, 2025 (the “Amendment Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2026, between BioStem Technologies, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2024 • Biostem Technologies • Florida
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.
FIFTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Fifth Amendment to the Distribution and Services Agreement (this “Fifth Amendment”) is made by and between BioStem Technologies, Inc., a Florida corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of December 17, 2025 (the “Fifth Amendment Effective Date”).
ASSET PURCHASE AGREEMENT BY AND AMONG BLUE TECH INDUSTRIES, INC., BIOSTEM TECHNOLOGIES, INC., BIOTISSUE HOLDINGS INC., AND BIOTISSUE SURGICAL INC. Dated as of January 21, 2026Asset Purchase Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 21, 2026, is by and among (a) BLUE TECH INDUSTRIES, INC., a Delaware corporation (the “Purchaser”); (b) BIOSTEM TECHNOLOGIES, INC., a Delaware corporation (“Parent”) (solely for the purposes of Section 7.14), (c) BIOTISSUE HOLDINGS INC., a Florida corporation (“BT Holdings”), (d) BIOTISSUE SURGICAL INC., a Delaware corporation (“BT Surgical”, together with BT Holdings, the “Sellers” and each, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement have the meaning specified in Exhibit A.
Equity Exchange Agreement By and Among BioStem Technologies, Inc. And Andrew Van VurstEquity Exchange Agreement • September 27th, 2024 • Biostem Technologies • Florida
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.”
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • September 27th, 2024 • Biostem Technologies
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".
SIXTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Sixth Amendment to the Distribution and Services Agreement (this “Sixth Amendment”) is made by and between BioStem Technologies, Inc., a Florida corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of January 1, 2026 (the “Sixth Amendment Effective Date”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of January 21, 2026, is made by and between BioTissue Holdings Inc. (“Licensor”), and Blue Tech Industries, Inc. (“Licensee”). Licensor and Licensee are sometimes referred to collectively as the “Parties” and separately as a “Party.” Defined terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENT Dated as of September 18, 2026 by and betweenCommon Stock Purchase Agreement • September 18th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 18, 2026 (this “Agreement”), by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and BioStem Technologies, Inc., a Florida corporation (the “Company”).
THIRD AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Third Amendment to Distribution and Services Agreement (this “Third Amendment”) is made by and between BioStem Technologies, Inc., a Delaware corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of June 1, 2025 (the “Amendment Effective Date”).
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...Distribution Agreement • September 27th, 2024 • Biostem Technologies • Florida
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."
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • Florida
This Settlement Agreement and Release is made and entered into by and among GMA BRIDGE FUND, LLC (“‘GMA Fund”.) and GMA BRIDGE HOLDINGS. LLC (“GMA Holdings”, and together with GMA fund “GMA”). on the one hand, and BIOSTEM TECHNOLOGIES, INC. (“Biostem”) on the other. GMA Fund, GMA Holdings and Biostem shall be referred to collectively herein as the “Parties” and each, a “Party.” This Agreement shall be effective upon signature by all pm1ies with the effective date the elate on which the last Party signs (the “Effective Date”).
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • September 27th, 2024 • Biostem Technologies
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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 18, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and BioStem Technologies, Inc., a Florida corporation (the “Company”).
EXCLUSIVE COMMERCIALIZATION AND IP AGREEMENTExclusive Commercialization and Ip Agreement • September 27th, 2024 • Biostem Technologies • Florida
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”).
SIXTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Sixth Amendment to the Distribution and Services Agreement (this “Sixth Amendment”) is made by and between BioStem Technologies, Inc., a Florida corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of January 1, 2026 (the “Sixth Amendment Effective Date”).
FIFTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Fifth Amendment to the Distribution and Services Agreement (this “Fifth Amendment”) is made by and between BioStem Technologies, Inc., a Florida corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of December 17, 2025 (the “Fifth Amendment Effective Date”).
FOURTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment to Distribution and Services Agreement (this “Fourth Amendment”) is made by and between BioStem Technologies, Inc., a Delaware corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of July 17, 2025 (the “Amendment Effective Date”).
AMENDED AND RESTATED SECOND AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Amended and Restated Second Amendment to Distribution and Services Agreement (this “Amended and Restated Second 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 October 8, 2024 (the “Amendment Effective Date”).
SECOND AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • April 20th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to Distribution and Services Agreement (this “Second 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 October 8, 2024 (the “Amendment Effective Date”).
Supply AgreementSupply Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • Delaware
This Supply Agreement (the “Agreement”) is made effective on the Effective Date by and between BioStem Technologies, Inc., a Florida corporation (“BioStem”) and Supplier (as listed on this Cover Page). Capitalized terms used but not otherwise defined herein have the meanings set forth in this Cover Page, Section 17 of Exhibit A and the other Exhibits. Each party may be referred to herein individually as a “Party” and collectively as the “Parties.”
Form of Restricted Unit Award Agreement BioStem Technologies, Inc. Restricted Unit Award AgreementRestricted Unit Award Agreement • September 27th, 2024 • Biostem Technologies • Florida
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”).
ASSET PURCHASE AGREEMENT BY AND AMONG BLUE TECH INDUSTRIES, INC., BIOSTEM TECHNOLOGIES, INC., BIOTISSUE HOLDINGS INC., AND BIOTISSUE SURGICAL INC. Dated as of January 21, 2026Asset Purchase Agreement • July 10th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 21, 2026, is by and among (a) BLUE TECH INDUSTRIES, INC., a Delaware corporation (the “Purchaser”); (b) BIOSTEM TECHNOLOGIES, INC., a Delaware corporation (“Parent”) (solely for the purposes of Section 7.14), (c) BIOTISSUE HOLDINGS INC., a Florida corporation (“BT Holdings”), (d) BIOTISSUE SURGICAL INC., a Delaware corporation (“BT Surgical”, together with BT Holdings, the “Sellers” and each, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement have the meaning specified in Exhibit A.
Amendment No. 1 to Asset Purchase AgreementAsset Purchase Agreement • July 24th, 2026 • BioStem Technologies, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 15, 2026, is by and among (a) BLUE TECH INDUSTRIES, INC., a Delaware corporation (the “Purchaser”); (b) BIOSTEM TECHNOLOGIES, INC., a Delaware corporation (“Parent”) (solely for the purposes of Section 7.14 of the Agreement); (c) BIOTISSUE HOLDINGS INC., a Florida corporation (“BT Holdings”); and (d) BIOTISSUE SURGICAL INC., a Delaware corporation (“BT Surgical”, together with BT Holdings, the “Sellers” and each, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein will have the meanings ascribed to them in the Agreement (as defined below).
FIRST AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • September 27th, 2024 • Biostem Technologies
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”).