SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2023 • Organicell Regenerative Medicine, Inc. • Biological products, (no disgnostic substances) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 6, 2023, by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation, with headquarters located at 3321 College Avenue, Suite 246, Davie, FL 33314 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2022 • Organicell Regenerative Medicine, Inc. • Miscellaneous transportation equipment • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 2022, by and between ORGANICELL REGENERATIVE MEDICINE INC., a Nevada corporation (the “Company”), and TYSADCO PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT ORGANICELL REGENERATIVE MEDICINE, INC.Common Stock Purchase Warrant • March 8th, 2023 • Organicell Regenerative Medicine, Inc. • Biological products, (no disgnostic substances) • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $530,000.00 12% promissory note to the Holder (as defined below) of even date) (the “Note”), AJB Capital Investments, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Organicell Regenerative Medicine, Inc., a Nevada corporation (the “Company”), up to 10,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 6, 2023, by and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2017, between Biotech Products Services and Research, Inc. (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractBespoke Tricycles Inc • May 27th, 2015 • Miscellaneous transportation equipment • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2016 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Employment Agreement (the "Agreement") is made and entered into as of November 4, 2016 (the "Effective Date"), by and between Dr. Bruce Werber (the "Executive") and Biotech Products Services and Research, Inc., a Nevada corporation (the "Company").
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
Subsidiary Guarantee, dated as of March 29, 2017 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Agent (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Biotech Products Services and Research, Inc., a Nevada corporation (the “Company”), the Secured Parties, and the Lenders (as defined in that certain 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, due twelve (12) months following its issuance (the “Note”), issued by Biotech Products Services and Research, Inc., a Nevada corporation (the “Company”), as the maker, to the Secured Parties, as the agent/payee on behalf of the Lenders). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and the Note.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 2nd, 2015 • Bespoke Tricycles Inc • Miscellaneous transportation equipment • New York
This Stock Purchase Agreement (this “Agreement”) made this 29th day of May, 2015, among John Goodhew (the “Seller”), Albert Mitrani (the “Buyer”) and Bespoke Tricycles, Inc., a Nevada corporation (the "Company").
PURCHASE AGREEMENTPurchase Agreement • September 6th, 2022 • Organicell Regenerative Medicine, Inc. • Miscellaneous transportation equipment • Nevada
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2022, is entered into by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (the “Company”), and TYSADCO PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
ContractCommon Stock Purchase Warrant • March 15th, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THIS WARRANT AND SUCH SHARES MAY NOT BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
DISTRIBUTION AGREEMENTDistribution Agreement • February 9th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Utah
This DISTRIBUTION AGREEMENT (this “Agreement”), dated February 5, 2018 (the “Effective Date”), is made and entered into by and between Vera Acquisition, LLC, a Utah limited liability company (“Company”), and Biotech Products Services and Research, Inc., a Nevada corporation (“Distributor”). Each of Company and Distributor are sometimes referred to hereto individually as a “Party” and collectively as the “Parties”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 16th, 2020 • Organicell Regenerative Medicine, Inc. • Miscellaneous transportation equipment • Florida
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered June 29, 2020 (the "Effective Date"), by and between ORGANICELL REGENERATIVE MEDICINE, a Nevada corporation, (the "Company") and IAN BOTHWELL, an individual (the "Executive").
ContractOrganicell Regenerative Medicine, Inc. • October 16th, 2020 • Miscellaneous transportation equipment • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS (i) SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND (ii) AT THE OPTION OF THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED HAS BEEN DELIVERED TO THE COMPANY.
ORGANICELL REGENERATIVE MEDICINE, INC.Organicell Regenerative Medicine, Inc. • February 14th, 2023 • Biological products, (no disgnostic substances)
Reference is made to that certain amendment agreement dated August 19, 2022 (“August 2022 Amendment”) to the Amended and Restated Executive Employment Agreement dated June 29, 2020 (the “Employment Agreement”), by and between Organicell Regenerative Medicine, Inc., a Nevada corporation (the “Company”) and Albert Mitrani (“Executive”). In connection with the capital and management restructuring of the Company, the Company and Executive agree to further amend the August 2022 Amendment and the Employment Agreement, effective as of the date of the last to sign (“Effective Date”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2015 • Bespoke Tricycles Inc • Miscellaneous transportation equipment • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 3rd day of September, 2015, effective as of August 1, 2015 (the “Effective Date”), by and between BD Source and Distribution Corp., a Florida corporation (the “Company”), and Dana Johnson (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Employment Agreement (the “Agreement”) is made and entered into as of March 8, 2017 (the “Effective Date”), by and between Terrell Suddarth (the “Executive”) and Biotech Products Services and Research, Inc., a Nevada corporation (the “Company”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 3rd, 2015 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This Purchase and Sale Agreement (the "Agreement") is made and entered into as of October 31, 2015, by and between John Goodhew (the "Investor"), and Biotech Products Services and Research, Inc., a Nevada corporation (the "Seller").
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2016 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Employment Agreement (the "Agreement") is made and entered into as of November 4, 2016 (the “Effective Date”), by and between Maria Ines Mitrani (the "Executive") and Biotech Products Services and Research, Inc., a Nevada corporation (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Employment Agreement (the “Agreement”) is made and entered into as of May 1, 2017 (the “Effective Date”), by and between Peter Taddeo (the “Executive”) and Mint Organics Inc., a Florida corporation (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • November 2nd, 2021 • Organicell Regenerative Medicine, Inc. • Miscellaneous transportation equipment • Nevada
This Exchange Agreement (this “Agreement”) effective as of October 29, 2021 (the “Effective Date”) by and between Organicell Regenerative Medicine, Inc., a Nevada corporation (the “Company”) and holders of common stock of the Company who were issued shares under (i) various consulting and employment agreements during 2021 (the “Service Providers”), and (ii) the Company’s Management and Consultants Performance Stock Plan (the “MCP Plan”) (each person who received shares pursuant to the MCP Plan is referred to as an “MCP Plan Holder”). Each of the Service Providers and the MCP Plan Holders may be referred to as a “Holder”, and collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • Organicell Regenerative Medicine, Inc. • Biological products, (no disgnostic substances) • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into effective June 1, 2023 (the “Effective Date”), by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (“Organicell” or the “Company”), and HOWARD GOLUB, M.D., Ph.D. (“Executive”).
SHARE PURCHASE AND GENERAL RELEASE AGREEMENTShare Purchase and General Release Agreement • April 12th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Share Purchase and General Release Agreement (“Agreement”) is entered into by and between Peter Taddeo (the “Investor”) and Biotech Products Services and Research, Inc., a Nevada corporation (“BPSR” or the “Company”), and Mint Organics, Inc., a Florida corporation and subsidiary of BPSR (“Mint Organics” and together with BPSR, the “Company Entities”). Investor and each of the individual Company Entities are sometimes referred to herein as a “Party” and collectively as the “Parties”. This Agreement is effective on the date this Agreement has been executed by all the Parties (the “Effective Date”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 3rd, 2016 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Nevada
THIS SHARE EXCHANGE AGREEMENT, dated as of November 1, 2016 (the “Agreement”), is entered into by and between BIOTECH PRODUCTS SERVICES & RESEARCH, INC., a Nevada corporation (the “Company”), and Albert Mitrani (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • Organicell Regenerative Medicine, Inc. • Biological products, (no disgnostic substances) • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into effective June 1, 2023 (the “Effective Date”), by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (“Organicell” or the “Company”), and Harry Leider (“Executive”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • April 12th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment
This Separation and General Release Agreement (“Agreement”) is entered into by and between Peter Taddeo (“Executive”) and Mint Organics, Inc., a Florida corporation (“Mint Organics”), Mint Organics Florida, Inc., a Florida corporation and subsidiary of Mint Organics (“Mint Florida”), and Biotech Products Services and Research, Inc., a Nevada corporation and the parent company of Mint Organics and Mint Florida (“BPSR” and collectively BPSR, Mint Organics and Mint Florida are referred to as the “Company Entities”) and Ian T. Bothwell only with respect to Section 2(e) of this Agreement. Executive and each of the individual Company Entities are sometimes referred to herein as a “Party” and collectively as the “Parties”. This Agreement is effective on the date this Agreement has been executed by all the Parties (the “Effective Date”).
PLAN AND AGREEMENT OF REORGANIZATIONPlan and Agreement of Reorganization • April 26th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
MANAGEMENT AND BUSINESS ASSOCIATES, LLC, a Florida limited liability company with its principal offices located at c/o Kleinfeld Legal Advisors PA, 801 NE 167th Street, Suite 306, N. Miami Beach, Florida 33162 (hereinafter “MBA”)
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of March 29, 2017, by and among Biotech Products Services and Research, Inc., a Nevada corporation, Anu Life Sciences Inc., a Florida corporation, General Surgical Florida, Inc., a Florida Corporation, Beyond Cells Corp., a Florida corporation, BD Source and Distribution, Corp., a Florida corporation, Ethan New York, Inc., a New York Corporation, Mint Organics, Inc., a Florida corporation, and Mint Organics Florida, Inc., a Florida corporation (each a “Grantor” and collectively the “Grantors”), in favor of Agent (the “Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the that certain Securities Purchase Agreement, dated as of the date hereof, by and among Grantor, Agent, and the Lenders (as defined in the Note (as defined below)) and the Note (as defined below).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Amendment No. 2 to Employment Agreement, dated as of April 6, 2018 (the “Amendment”), by and between Ian T. Bothwell (the “Executive”) and Biotech Products Services and Research, Inc., a Nevada corporation (the “Company” and together with the Executive, the “Parties”, and each, a “Party”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Amendment No. 1 to Employment Agreement, dated as of March 8, 2017 (the "Amendment"), by and between Ian T. Bothwell (the "Executive") and Biotech Products Services and Research, Inc., a Nevada corporation (the "Company" and together with the Executive, the "Parties", and each, a "Party").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 3rd, 2016 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Nevada
THIS SHARE EXCHANGE AGREEMENT, dated as of November 1, 2016 (the “Agreement”), between BIOTECH PRODUCTS SERVICES AND RESEARCH, INC., a Nevada corporation (the “Company”), and ALBERT MITRANI (the “Stockholder”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
This Amendment No. 2 to Employment Agreement, dated as of April 6, 2018 (the “Amendment”), by and between Maria I. Mitrani (the “Executive”) and Biotech Products Services and Research, Inc., a Nevada corporation (the “Company” and together with the Executive, the “Parties”, and each, a “Party”).
SECURITY AGREEMENTSecurity Agreement • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This SECURITY AGREEMENT, dated as of March 29, 2017 (this “Agreement”), is among Biotech Product Services and Research, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Agent, its respective endorsees, transferees and assigns (collectively, the “Secured Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below) and that certain 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, due twelve (12) months following its issuance (the “Note”), issued to the Secured Parties as the agent/payee of the Note.
DISTRIBUTION AGREEMENTDistribution Agreement • September 4th, 2015 • Bespoke Tricycles Inc • Miscellaneous transportation equipment • Arizona
This DISTRIBUTION AGREEMENT (“Agreement”), dated as of August 11, 2015 (“Effective Date”), is made and entered into by and between Amnio Technology, LLC, a Delaware limited liability company (“Company”), and BD Source and Distribution Corp., a Florida corporation (“Distributor”). Company and Distributor are from time to time hereafter referred to individually as a “Party” and collectively as the “Parties.”
FORM COPY OF NEW EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2018 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • Florida
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 30th, 2020 • Organicell Regenerative Medicine, Inc. • Miscellaneous transportation equipment • Florida
This Consulting & Retainer Agreement ("Agreement") is made effective as of March 30, 2020 (“Effective Date”), by and between a business entity known as Assure Immune L.L.C. (“Assure”) with a mailing address of 1011 Sunnybrook, Suite 900, Miami, Florida, 33140 and a business entity known as Organicell Regenerative Medicine, Inc. with a mailing address of 4045 Sheridan Ave, Suite 239, Miami, Florida, 33140 ("Client").
