Browse EX-10 agreements

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XERO SHOES

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SECOND AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN

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November 19, 2022

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XERO SHOES

**SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN **

ARTICLE I ESTABLISHMENT; OVERVIEW

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1.1.            Establishment of Plan; Restatement. Feel the World, Inc., d/b/a Xero Shoes (the “Company”) has previously adopted this amended Xero Shoes Long-Term Incentive Plan (the “Plan”), the purpose of which is to attract and retain highly-qualified employees and other service providers who will contribute to the Company’s long-term success, provide incentives that align the interests of employees and other service providers with those of the Company’s shareholders and promote the success of the Company’s long-term business objectives. The Plan is hereby amended and restated as of November 19, 2022.

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November 25, 2024

Sue Rechner

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Dear Sue,

On behalf of Feel The World Inc., dba Xero Shoes (the “Company”), I am delighted to confirm our employment offer to you as follows:

RESPONSIBILITIES

This offer is for employment with the Company as the interim CEO, reporting to the Board of Directors. As a Company employee, you will: (i) devote your reasonable best efforts, and all of your skill and ability, to promote the interests of the Company and its clients; (ii) carry out your duties in a diligent, competent, faithful and professional manner; (iii) work with other employees of the Company and clients competently and professionally; (iv) comply with all of the Company’s policies, as in effect from time to time; and (v) generally promote the interests of the Company. You will primarily work remotely.

COMPENSATION

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Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), effective as of ______________, is made by and between Feel the World, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Mei Mi Chau Lam Flat 3A, Blk E, Wylie Court, 21 Wylie Path, Ho Man Tin, Kowloon, Hong Kong

January 1, 2026

Dance Emotion Limited

Room 3030, 3F, Lai Cheong Industrial Building

479 Castle Peak Road, Lai Chi Kok

Kowloon, Hong Kong

Dear Sirs:

Re: Consulting Services

We are hereby submitting a proposal for providing consulting services to Dance Emotion Limited starting from April 1, 2026. The services provided include the following:

	·	Overseeing the operations of the company;
	·	Liaison with suppliers and customers; and
	·	Business development and marketing.

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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 publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

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FOURTH AMENDMENT TO

DISTRIBUTION AND SERVICES AGREEMENT

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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”).

WHEREAS, the Parties entered into a Distribution and Services Agreement effective September 8, 2023 (the “Original Agreement”); and

WHEREAS, the Parties agreed to amend the Original Agreement on March 1, 2024 (the “First Amendment”) to change certain provisions; and

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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 publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

Supply Agreement

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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.”

The following exhibits are attached hereto:

	☒	Exhibit A: Terms and Conditions

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**Exhibit 10.3 **

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2026, (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Jason Matuszewski (“Executive”).

W I T N E S S E T H :

WHEREAS, ****the Company and the Executive previously entered into an Executive Employment Agreement, dated July 22, 2022, and amended on October 24, 2022 (as amended, the “Original Employment Agreement”).

WHEREAS, the parties now wish to amend and restate the Original Employment Agreement in its entirety on the terms provided herein, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1. Definitions.

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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 publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

FIFTH AMENDMENT TO
DISTRIBUTION AND SERVICES AGREEMENT

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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”).

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EXHIBIT B

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INTELLECTUAL PROPERTY LICENSE AGREEMENT

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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).

BACKGROUND

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WHEREAS, Licensor and Licensee are parties to an Asset Purchase Agreement, dated as of January 21, 2026 (the “Purchase Agreement”), pursuant to which Licensor has agreed to sell, and Licensee has agreed to purchase the Assets (as defined in the Purchase Agreement).

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2026, (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Andrew Van Vurst (“Executive”).

W I T N E S S E T H :

WHEREAS**, **the Company and the Executive previously entered into an Executive Employment Agreement, dated July 22, 2022, and amended on October 24, 2022 (as amended, the “Original Employment Agreement”).

WHEREAS, the parties now wish to amend and restate the Original Employment Agreement in its entirety on the terms provided herein, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1. Definitions.

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AMENDMENT TO THE 2022 EQUITY INCENTIVE PLAN

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WHEREAS, BioStem Technologies, Inc., a Florida corporation (the “Company”), maintains the 2022 Equity Incentive Plan (the “2022 Plan”), which was previously approved by the Company’s Board of Directors (the “Board”) on November 18, 2022 and approved by the stockholders of the Company on January 13, 2023;

WHEREAS, the Compensation Committee of the Board (the “Committee”) is the administrator of the 2022 Plan;

WHEREAS, Section 4.15 of the 2022 Plan provides that the administrator may amend the 2022 Plan at any time.

WHEREAS, the Committee believes that the number of shares of common stock remaining available for issuance under the 2022 Plan has become insufficient for the Company’s anticipated future needs under the 2022 Plan; and

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Execution Version

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 21, 2026, by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Pleiades Partners LLC, a Wyoming limited liability company (the “Purchaser”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).

The Company and the Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 8(c).

“Commission” means the United States Securities and Exchange Commission, including any successor entity thereto.

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