Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 22nd, 2008 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • Colorado
VITRO BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT TO PURCHASE COMMON STOCK VITRO BIOPHARMA, INC.Representative’s Warrant Agreement • July 17th, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its 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 ____, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vitro Biopharma, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Representative’s Warrant AgreementPurchase Warrant Agreement • September 5th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE COMMENCEMENT OF SALES IN THE OFFERING THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, ON [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE COMMENCEMENT OF SALES IN THE OFFERING].
RECITALSBusiness Development Agreement • January 29th, 2001 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2023 between Vitro Biopharma, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
STOCK PURCHASE AND SUBSCRIPTION AGREEMENT This Stock Purchase and Subscription agreement (herein referred to as the "Agreement") is made this 24th day of December, 1998, by and between World Wide Capital Company (herein referred to as the "Company")...Stock Purchase and Subscription Agreement • September 28th, 1999 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances)
EXHIBIT BOperating Agreement • September 10th, 1999 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • Colorado
STOCK PURCHASE WARRANTWarrant Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
THIS CERTIFIES that, for value received, __________________________________, or assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the close of business on , 2026 [five years from Initial Exercise Date] (the “Termination Date”) unless sooner terminated in accordance with the Agreement as hereinbelow defined but not thereafter, to subscribe for and purchase from VITRO BIOPHARMA, INC., a Nevada corporation (the “Company”), up to ____________________________(______________) shares (the “Warrant Shares”) of Common Stock, $.001 par value per share of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.00. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
FORM OF WARRANTWarrant Agreement • November 22nd, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
VITRO DIAGNOSTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This Non-Statutory Stock Option Agreement (the “Agreement”) is made and entered into effective the 9th day of April, 2020, between Vitro Diagnostics, Inc., (the “Company”) and Jack Zamora (“Optionee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 13th, 2005 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • Colorado
FORM OF SECURITY AGREEMENTSecurity Agreement • November 22nd, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of November 16, 2023 (this “Agreement”), is among Vitro Biopharma, Inc., a Nevada corporation ( “Debtor”), on the one hand, and the holder(s) of the Company’s 20% original issue discount senior secured convertible notes in the aggregate original principal amount of up to $3,000,000.00 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”), on the other. Each of the Company and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2023, between Vitro Biopharma, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” or “Holder” and, collectively, the “Purchasers”).
WITNESSETHConsulting Agreement • February 11th, 2005 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • California
STANDSTILL AGREEMENTStandstill Agreement • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
This Standstill Agreement (“Agreement”) is entered into and effective this 20th day of November 2022 (“Effective Date”) by and between Jack Zamora, M.D., an individual (“Zamora”) with an address of [***], and Vitro Biopharma, Inc., a Nevada corporation (“Vitro”) with its principal place of business located at 4621 Technology Drive, Golden, CO 80122. Zamora or Vitro may sometimes be referred to as a “Party” and collectively as the “Parties.”
ContractWarrant Agreement • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF SECURITYHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
AGREEMENT TO CONVERT DEBTDebt Conversion Agreement • September 9th, 2010 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • Colorado
THIS AGREEMENT is made and entered into this 8 day of September, 2010, by and between VITRO DIAGNOSTICS, INC., a Nevada corporation ("Vitro" or the "Company"), and TODD HUSS (Claimant").
AMENDMENT TO 4% UNSECURED PROMISSORY NOTE4% Unsecured Promissory Note • July 1st, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS AMENDMENT TO 4% UNSECURED PROMISSORY NOTE (this “Amendment”) is entered into and made effective as of January, 31, 2024 (the “Effective Date”), by and between VITRO BIOPHARMA, INC., a Nevada corporation (the “Company”), and JIM MUSICK, an individual (the “Holder”).
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This agreement is between Vitro Biopharma, Inc. (“Vitro”) and Jack Zamora, M.D. (“Zamora”) and shall be effective on the day on which it is signed by Zamora (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This Executive Employment Agreement (the “Agreement”) is made effective on the Effective Date set forth below between Vitro Biopharma, Inc., a Nevada Corporation (the “Company”) and Nathan Haas (“Executive”).
VITRO DIAGNOSTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This Non-Statutory Stock Option Agreement (the “Agreement”) is made and entered into effective the 1st day of May, 2018, between Vitro Diagnostics, Inc., (the “Company”) and James Musick(“Optionee”).
TECHNOLOGY LICENSE, LICENSE OPTION AND TECHNICAL ASSISTANCE AGREEMENTTechnology License Agreement • April 1st, 2011 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • Colorado
THIS AGREEMENT is between Vitro Diagnostics, Inc., (DBA Vitro Biopharma) a Nevada corporation, having a principal place of business at 4621 Technology Drive Golden, Co 80403, U.S.A. (hereinafter called “Licensor”); and James T. Posillico, Ph.D., an individual residing in Chester, New Jersey, (hereinafter called “Licensee”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This Convertible Note Purchase Agreement (“Agreement”) is dated as of May 31, 2022 by and among Vitro Biopharma, Inc., a Nevada corporation (the “Company”), and the individuals and entities who become parties to this Agreement by executing and delivering a Convertible Note Purchase Agreement Signature Page in the form of Exhibit A hereto in accordance with Section 2 hereof (collectively, the “Purchasers”).
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is dated as of __________, 2023, by and between Vitro Biopharma, Inc., a Nevada corporation (the “Company”), and ____________ (the “Purchaser”).
STEM CELL LAB DEVELOPMENT AGREEMENTStem Cell Lab Development Agreement • July 11th, 2017 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances)
This STEM CELL LAB DEVELOPMENT AGREEMENT (this “Agreement”) made the 6th day of July, 2017 , by and between DaVinci Centre for Wellness and Alternative Therapies, formed and organized under the laws of the Cayman Islands (“DaVinci”), Halo Cell Sciences, Ltd, a Cayman Islands corporation (“Cell Sciences”), and Vitro Diagnostics, Inc., a Nevada corporation (“Vitro”). DaVinci, Cell Sciences, and Vitro are sometimes referred to herein collectively as the “Parties ” and each individually as a “Party.” This signed Stem Cell Development Agreement shall become effective upon the minimum sufficient funding in the amount of $1,500,000 being raised by Vitro and the completion of the items detailed in the “Terms of Agreement” laid out below.
CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED. SUPPLY AGREEMENTSupply Agreement • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
This SUPPLY AGREEMENT (this “Agreement”), dated as of November 20, 2022 (the “Effective Date”) is entered into by and between Vitro Biopharma, Inc., a Nevada corporation having its principal place of business at 4621 Technology Drive, Golden, Colorado 80403 (“Seller”), and Dr. Jack Zamora, an individual having a business address at [***] (“Buyer”, and together with Seller, the “Parties”, and each, a “Party”).
AMENDMENT TO 6% UNSECURED PROMISSORY NOTE6% Unsecured Promissory Note • July 1st, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS AMENDMENT TO 6% UNSECURED PROMISSORY NOTE (this “Amendment”) is entered into and made effective as of January 31, 2024 (the “Effective Date”), by and between VITRO BIOPHARMA, INC., a Nevada corporation (the “Company”), and JIM MUSICK, an individual (the “Holder”).
CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED. MEMORANDUM OF UNDERSTANDING BY AND BETWEEN...Memorandum of Understanding • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
Vitro Biopharma, Inc. (“Vitro”) and Dr. Jack Zamora (“Dr. Zamora”) (each also known as “Party” or collectively the “Parties”) enter into the Memorandum of Understanding (“MOU”) in good faith to establish the fundamental framework for which the Parties agree to collaborate to support clinical research for Vitro’s AlloRx Stem Cells®. This MOU shall be effective on the final date signed by both Parties, as evidenced below, and shall remain in effect for a period of five years until amended, terminated, or replaced by mutual written agreement of the Parties.
CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This Consulting Agreement (this “Agreement”) is entered into as of this 16th day of November, 2023 (the “Effective Date”), by and between (1) Alchemy Advisory LLC, a limited liability company organized under the laws of Puerto Rico (the “Consultant”) and located at 144 Hillside Village, Rio Grande, PR 00745, and (2) Vitro Biopharma, Inc., a Nevada corporation (the “Company”) and having its principal place of business at 3200 Cherry Creek Drive South, Suite 720, Denver, Colorado 80209. The Company and Consultant are collectively referred to herein as the “Parties”.
ADDENDUM TO EMPLOYMENT AGREEMENT (PAYMENT PLAN)Employment Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
This ADDENDUM TO EMPLOMENT AGREEMENT (PAYMENT PLAN) is made and entered into effective this 19th day of February 2021, by and between VITRO BIOPHARMA, INC., (“Employer” or the “Company”), KEITH BURGE (“Burge” or “Obligee”), and JACK ZAMORA (“Guarantor”).
RECITALSAgreement for the Liquidation of Shares • January 30th, 2003 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances)
AMENDMENT TO MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 19th, 2017 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT TO MEMORANDUM OF UNDERSTANDING (this “Amendment”) is made and entered into as of the 14th day of April, 2017 by and between Vitro Diagnostics, Inc. (the “Company”) and Caribbean GC Development Fund (“GC”).
VITRO CONSULTING AGREEMENT WITH EVANSConsulting Agreement • March 29th, 2017 • Vitro Diagnostics Inc • Biological products, (no disgnostic substances) • Colorado
This agreement effective February 21, 2017 (hereinafter "Effective Date"), is by and between Vitro Diagnostics, Inc.("Vitro"), dba Vitro Biopharma, having a business address at 4621 Technology Drive, Golden, CO 80403 (hereafter referred to as Vitro) and John Evans ("Evans) located at 5650 Greenwood Plaza Blvd Suite #216 Greenwood Village CO 80111 and 7081 S. Franklin St. Centennial CO 80122.
CONSOLIDATED, AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTEConvertible Security Agreement • July 22nd, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Arizona
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Vitro Biopharma, Inc., a Nevada corporation (the “Company”), designated as its Senior Secured Convertible Note reflecting a 20% original issue discount (this note, this “Note” and, collectively with the other notes of such series, the “Notes”). This Note carries such original issue discount as indicated hereinabove.
