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
Contract Type FiledApril 20th, 2026 Company Industry JurisdictionTHIS 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.