0001493152-22-025515 Sample Contracts

STOCK PURCHASE WARRANT
Warrant 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.

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VITRO DIAGNOSTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-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”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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VITRO DIAGNOSTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-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”).

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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible 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”).

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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”).

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Contract
Joint Operating Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)

This JOINT OPERATING AGREEMENT (the “Agreement”) is made on the 14th day of July, 2020 (the “Effective Date”) and is entered into by and between:

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AGREEMENT AND PLAN OF MERGER BY AND AMONG FITORE, INC. AND VITRO BIOPHARMA, INC. AND VITRO ACQUISITION CORP. NO. 1 DATED AS OF AUGUST 1, 2021 AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into effective the 1st day of August, 2021, by and among FITORE, INC., a Florida corporation (“Fitore”), NATHAN HAAS, TANNER HAAS, JACK ZAMORA AND MARK GERSHIEN as shareholders of Fitore (the “Fitore Shareholders”); VITRO BIOPHARMA, INC., a Nevada corporation (“Vitro”); and VITRO ACQUISITION CORP. No. 1, a Colorado Subsidiary of Vitro (“VAC”). Fitore, Fitore Shareholders, Vitro and VAC are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties”.

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Contract
Joint Development and Supply Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above by their duly authorized officers.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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 Diagnostics, Inc., a Nevada Corporation (the “Company”) and Jack Zamora (“Executive”).

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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.
Joint Operating Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

This JOINT OPERATING AGREEMENT (the “Agreement”) is made on the 6th day of August 2021 (the “Effective Date”) and is entered into by and between:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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 Diagnostics, Inc., a Nevada Corporation (the “Company”) and Keith V. Burge (‘‘Executive’’).

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AGREEMENT AND PLAN OF EXCHANGE BY AND AMONG INFINIVIVE MD, LLC AND ITS SOLE MEMBER JACK ZAMORA AND VITRO BIOPHARMA, INC. DATED EFFECTIVE AS OF AUGUST 1, 2021 AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT AND PLAN OF EXCHANGE (the “Agreement”) is made and entered into effective the 1st day of August, 2021, by and among INFINIVIVE MD, LLC, a Colorado limited liability company (“Infinivive”), JACK ZAMORA as the sole member of Infinivive (the “Infinivive Member”); and VITRO BIOPHARMA, INC., a Nevada corporation (“Vitro”); Infinivive, Infinivive Member, and Vitro are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties”.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of July 6, 2022 (the “Effective Date”) between Vitro Biopharma, Inc. (the “Company”), and Chris Furman (“CEO”), who shall be employed under the terms of this agreement as Chief Executive Officer.

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Confidential
Joint Agreement Amendment • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)

In witness WHEREOF as of April 28, 2022, the parties have executed this Joint Agreement Amendment #1 for operations for Vitro Biopharma and the European Wellness Group/Biopep.

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4% UNSECURED PROMISSORY NOTE DUE DECEMBER 31, 2025
Unsecured Promissory Note • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

THIS NOTE is a duly authorized Note of Vitro Biopharma, Inc., a Nevada corporation (the “Company”), designated as its 4% Unsecured Promissory Notes (the “Notes”) due on December 31, 2025 (the “Maturity Date”).

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6% UNSECURED PROMISSORY NOTE DUE DECEMBER 31, 2025
Promissory Note • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

This NOTE is a duly authorized Note of Vitro Biopharma, Inc., a Nevada corporation (the “Company”), designated as its 6% Unsecured Promissory Note (the “Note”) due on December 31, 2025 (the “Maturity Date”).

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AGREEMENT
Consulting Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT, effective as of the date provided for herein, is made and entered into by and between Vitro Biopharma Inc. a Nevada Company (“Company”) and Innovative Strategies & Solutions, Inc, by Caroline Mosessian (“Consultant”). For the definition of certain terms used in this Agreement, see Section 6 below.

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LEASE AGREEMENT
Lease Agreement • September 9th, 2022 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)

THIS LEASE, is made and entered into on this 1st day of July 2020, by and between Kokopelli Properties, LLC (“the Landlord”) and Vitro Diagnostics, Inc. (“the Tenant”).

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