STANDSTILL AGREEMENTStandstill Agreement • January 30th, 2023 • 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 30th, 2023 • 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.
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • January 30th, 2023 • 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”).
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • January 30th, 2023 • 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”).
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 30th, 2023 • 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”).
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 30th, 2023 • 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.
