0001213900-26-076888 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 • 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”).
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).
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”).
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”).
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”).
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.”
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.