Browse EX-10 agreements

EXECUTIVE EMPLOYMENT AGREEMENT

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”).

W I T N E S S E T H :

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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 “[***]”.

SIXTH AMENDMENT TO

DISTRIBUTION AND SERVICES AGREEMENT

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”).

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Execution Version

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SECURITIES PURCHASE AGREEMENT

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”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

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ARTICLE I.
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 “[***]”.

AMENDED AND RESTATED SECOND AMENDMENT TO DISTRIBUTION AND SERVICES AGREEMENT

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”).

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

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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 “[***]”.

ASSET PURCHASE AGREEMENT

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BY AND AMONG

BLUE TECH INDUSTRIES, INC.,

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BIOSTEM TECHNOLOGIES, INC.,

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BIOTISSUE HOLDINGS INC.,

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AND

BIOTISSUE SURGICAL INC.

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Dated as of January 21, 2026

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TABLE OF CONTENTS

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SETTLEMENT AGREEMENT AND RELEASE

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”).

RECITALS

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**WHEREAS. **GMA Fund and Biostem entered into a Loan Agreement and Promissory Note for $1,000,000.00 plus interest, which were executed on or about July 26, 2018 (“Loan- I”);

**WHEREAS, **GMA Fund and Biostem entered into a Loan Agreement and Promissory Note for $2,000,000.00 plus interest, which were executed on or about October 4, 2018 (“Loan-2”);

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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 “[***]”.

THIRD AMENDMENT TO
DISTRIBUTION AND SERVICES AGREEMENT

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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”).

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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