This Sales Representative Agreement (“Agreement”) is made as of the Effective Date by and between OROBiologix, Inc., a Florida corporation with its principal place of business at 2229 Clipper Place, Fort Lauderdale, FL 33312 (“Company”), and the party signing below (“Representative”). Company and Representative are each a “Party” and together the “Parties.”

Recitals

WHEREAS, Company develops, markets, and/or distributes human cell, tissue, and cellular and tissue-based products (“HCT/Ps”) and related biologics and skincare products (collectively, “Products”), which are subject to federal and state regulation including 21 C.F.R. Part 1271;

WHEREAS, Company wishes to engage Representative, as an independent contractor, to solicit sales of Products within a defined Territory and professional channels, subject to strict compliance with applicable law; and

WHEREAS, Representative wishes to accept such engagement on the terms below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Engagement

Company engages Representative as an independent contractor to solicit sales of Products on the basis described in this Agreement. Representative may, at Representative's sole cost, engage sub-representatives as Representative's own independent contractors (and not as employees, agents, or contractors of Company) to assist in servicing the Territory, provided that: (a) Representative remains fully responsible for the acts, omissions, and compliance of every sub-representative as if they were Representative's own; (b) each sub-representative agrees in writing to be bound by Section 9 (Regulatory & Marketing Compliance) and Section 12 (Confidentiality); and (c) Company approves each sub-representative in advance, in writing. Company assumes no employment, agency, or control relationship with any sub-representative.

2. Independent Contractor Status

Representative is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Consistent with that status: Representative controls the manner, means, and hours of performing services; is free to accept other engagements not prohibited by Section 10; furnishes Representative's own tools, vehicle, and office; and bears the risk of profit or loss under this Agreement. Company will not direct the day-to-day manner in which Representative performs services, but may set reasonable product, compliance, quality, and brand standards as set out in this Agreement. Representative will receive a Form 1099-NEC and is solely responsible for all federal, state, and local taxes, including self-employment tax, arising from compensation under this Agreement.

Representative is not entitled to participate in any Company employee benefit plan, including health insurance, retirement, paid leave, or unemployment or workers' compensation coverage. Representative acknowledges that worker-classification standards differ by state, including “ABC test” jurisdictions such as California, New Jersey, Massachusetts, and Illinois, and agrees to notify Company promptly if the actual working relationship appears inconsistent with independent-contractor status under the law of Representative's state.

3. Compensation

Representative shall receive a commission, at the rate stated in Representative's countersigned Agreement, on net sales of Products generated by Representative and actually collected by Company, less returns, refunds, discounts, and chargebacks. If Representative has engaged sub-representatives under Section 1, compensation is paid to Representative based on the aggregate net sales of Representative's sales organization, and Representative alone is responsible for compensating any sub-representative.

Commissions are paid bi-weekly, calculated on payments settled at least seven (7) business days before the applicable pay date. An account with no valid order for more than ninety (90) consecutive days is deemed dormant; Representative's right to commission on that account ends as of the date it becomes dormant, and the account may be reassigned by Company.

Company may modify commission rates or the compensation plan prospectively for future sales on thirty (30) days' written notice; no change affects commissions already earned.

4. Territory and Sales Organization

Representative's Territory is as stated in Representative's countersigned Agreement. Additional sales representatives, sub-representatives, or territories may be added only by the Parties' prior written mutual agreement, subject to Section 1.

5. Sales Focus and Restrictions

Representative shall focus sales efforts on the following professional channels: dermatology practices; plastic surgery centers; med spas; orthopedic practices; pain management; wound care; functional medicine; chiropractic; aesthetics; and neurology.

Representative shall sell Products only to licensed healthcare professionals and licensed entities acting within the scope of their license, for professional or clinical use, and shall not sell, market, or distribute Products directly to consumers or laypersons. Representative shall comply with all sales restrictions in Company's exclusivity or distribution agreements as communicated to Representative in writing.

6. Sales Targets and Quotas

Sales targets and quotas will be established by Company in consultation with Representative and commence thirty (30) days after the Effective Date. Failure to meet a quota alone is not a material breach, but repeated failure may support termination without cause under Section 11.

7. Reimbursable Expenses

Company may reimburse Representative for pre-approved, reasonable out-of-pocket expenses (travel, lodging, meals, and promotional materials) incurred in performing services, and, with prior written approval, for one to two (1–2) procedures per month at qualified prospect accounts where Products are used as part of an active sales cycle. Prior written approval is required before any expense is incurred. Representative must submit receipts and supporting documentation within thirty (30) days of the expense; Company will process approved reimbursements within thirty (30) days of receipt and approval.

8. Company Property and Samples

Any Products, samples, marketing materials, or other property furnished by Company to Representative remain Company's property at all times. Representative shall use such property only for authorized demonstration and sales purposes consistent with Section 9, shall store and handle it in accordance with any storage, temperature, or chain-of-custody protocol Company provides, and shall return or, at Company's direction, destroy it within five (5) business days of a request or of termination of this Agreement.

9. Regulatory & Marketing Compliance

This Section is a material term of this Agreement. Any breach is grounds for immediate termination for cause under Section 11.

(a) No Safety or Efficacy Claims. Representative shall not state, imply, or suggest — orally, in writing, or otherwise — that any Product is safe, effective, or FDA-approved or FDA-cleared for the diagnosis, treatment, cure, mitigation, or prevention of any disease or condition, or make any claim inconsistent with Company's then-current approved labeling and marketing materials.

(b) Approved Materials Only. Representative shall market and sell Products using only sales and marketing materials Company has approved in writing, and shall not create, alter, or distribute independent marketing materials, claims, testimonials, or clinical comparisons without Company's prior written approval.

(c) Regulatory Pathway. Representative acknowledges Products are HCT/Ps regulated under 21 C.F.R. Part 1271 and, where applicable, Section 361 of the Public Health Service Act, and that promoting any Product for a use outside applicable homologous use, or as an approved biologic drug absent an effective Biologics License Application, is prohibited.

(d) Anti-Kickback and Fee-Splitting. Representative shall comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), the federal False Claims Act (31 U.S.C. §§ 3729–3733), and all applicable state anti-kickback, fee-splitting, and self-referral laws. Commissions under this Agreement are intended solely as fair-market-value compensation for bona fide sales services, and Representative shall not offer, pay, solicit, or receive remuneration intended to induce referrals or purchases of Products.

(e) State-Law Compliance. Representative shall comply with the tissue-bank, biologics-distribution, sales-representative registration, and continuing-education requirements, if any, of each state where Representative conducts sales activity, and shall provide Company proof of any required state registration on request.

(f) Cooperation. Representative shall promptly notify Company of any inquiry, subpoena, audit, or investigation by the FDA, a state regulator, or law enforcement relating to Products or Representative's sales activity, and shall reasonably cooperate with Company's response.

10. Restrictive Covenant

During the term of this Agreement, Representative shall not, within the Territory, represent, sell, market, or promote any product that competes with Products, including a competing HCT/P or biologics product. Representative acknowledges this restriction is limited to the engagement term and the Territory and is reasonable and necessary to protect Company's legitimate business interests. To the extent this Section is void, unenforceable, or restricted under the law of Representative's state of residence or principal place of business — including, without limitation, statutes in California, North Dakota, Oklahoma, and Minnesota that void most non-competes, or other states' limits on scope, duration, or consideration — this Section shall be enforced only to the maximum extent permitted in that jurisdiction and shall otherwise be severed under Section 19 without affecting the remainder of this Agreement.

11. Term and Termination

This Agreement commences on the Effective Date and continues until terminated as follows: (a) either Party may terminate without cause on thirty (30) days' prior written notice; (b) Company may terminate immediately for cause, including breach of Section 9, Section 10, or Section 12, loss of a license or registration required to perform services, or violation of applicable law; or (c) either Party may terminate immediately on the other Party's uncured material breach of any other provision after fifteen (15) days' written notice and opportunity to cure. On termination, Representative shall be paid commissions earned on Products actually sold and collected before the termination date, subject to Section 3, shall immediately stop using Company's name, trademarks, and materials, and shall return or destroy all Company property and Confidential Information under Sections 8 and 12. Sections 2 (tax responsibility), 9, 10, 12, 13, 15, 16, and 19–24 survive termination.

12. Confidentiality

Representative shall not disclose or use, except to perform this Agreement, Company's confidential or proprietary information, including product formulations, sourcing, pricing, customer or prospect lists, sales strategies, or business plans, whether disclosed before or after the Effective Date. This obligation survives termination indefinitely as to trade secrets, as defined under the Uniform Trade Secrets Act as adopted in the applicable state and the federal Defend Trade Secrets Act (18 U.S.C. § 1836), and for five (5) years post-termination as to other confidential information. Notice under 18 U.S.C. § 1833(b): Representative shall not be held criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret made in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or in a court filing made under seal.

13. Indemnification

Representative shall defend, indemnify, and hold harmless Company, its officers, directors, employees, and affiliates from any claim, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of: (a) Representative's breach of this Agreement, including Section 9; (b) any claim or statement by Representative or a sub-representative inconsistent with Company's approved labeling or Section 9; (c) Representative's violation of applicable law; or (d) the acts or omissions of any sub-representative Representative engages. Company shall defend, indemnify, and hold harmless Representative from third-party claims arising solely from a Product defect caused by Company's manufacturing, to the extent not caused by Representative's misuse, unauthorized claims, or breach of this Agreement.

14. Insurance

Representative shall, at Representative's own expense, maintain commercial general liability insurance of not less than $1,000,000 per occurrence, name Company as an additional insured, and provide a certificate of insurance to Company on request.

15. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party is liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of this Agreement, except for liability arising under Section 12 or Section 13, or for either Party's gross negligence or willful misconduct, which this Section does not limit. Nothing in this Section limits liability to the extent such limitation is prohibited by applicable law.

16. Non-Solicitation

During the term and for twelve (12) months after termination, Representative shall not directly solicit for hire any employee or contractor of Company with whom Representative had material contact during the engagement.

17. Governing Law; Venue; Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Except for claims for injunctive relief under Section 9, 10, or 12 — which either Party may bring in any court of competent jurisdiction — any dispute arising out of this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Broward County, Florida. If arbitration of a particular claim is unenforceable under the law of Representative's home state, that claim may instead be brought in the state or federal courts located in Broward County, Florida, and each Party consents to personal jurisdiction there.

18. Assignment

Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets. Representative may not assign this Agreement without Company's prior written consent.

19. Severability; Savings Clause

If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, severed, and the remainder of this Agreement remains in full force and effect. This Agreement is intended to be enforced to the maximum extent permitted by the law of each jurisdiction in which it is applied.

20. Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control.

21. Notices

All notices must be in writing and delivered by email with confirmation of receipt, or by certified mail, to the addresses in this Agreement or as later updated in writing.

22. Entire Agreement; Amendment

This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior agreements or understandings, written or oral. It may be amended only by a writing signed by both Parties.

23. Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, franchise, or employment relationship between the Parties.

24. Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each deemed an original.