0001213900-26-045321 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

FOURTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENT
Distribution 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 AGREEMENT
Distribution 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”).

FIFTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENT
Distribution 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, 2026
Asset 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.

SIXTH AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENT
Distribution 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”).

SECOND AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENT
Distribution 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”).