Browse EX-10 agreements

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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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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AMENDMENT NO. 2 TO THE LOAN AGREEMENT

THIS AMENDMENT NO. 2 TO THE LOAN AGREEMENT, dated as of July 8, 2026 (this “Second Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (as amended from time to time, the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

RECITALS

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WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

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WHEREAS, on June 3, 2026, the Payor and the Payee entered into that certain amendment to the Loan Agreement, pursuant to which the parties have increased the Principal Sum by an additional $1,1000,000, from $2,500,000 to $3,600,000 (the “First Additional Principal Amount”).

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