Organicell Regenerative Medicine, Inc. (Form: 8-K, Received: 08/23/2022 16:52:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2022

ORGANICELL REGENERATIVE MEDICINE, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55008		47-4180540
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4045 Sheridan Avenue, Suite 239, Miami Beach,

Florida

33140

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 963-7881

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As used in this Current Report on Form 8-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “Organicell,” “we,” “us” and “our” refer to Organicell Regenerative Medicine, Inc. and its subsidiaries.

Item 1.01

Entry into a Material Definitive Agreement.

On August 19, 2022 (“Closing”), the Company consummated its previously announced $4.0 million capital raise and corporate restructuring transaction.

Stock Purchase Agreements

At Closing, the Company entered into stock purchase agreements (each, an “SPA” and collectively, the “SPAs”) with Skycrest Holdings, LLC (“Skycrest”), Greyt Ventures LLC (“Greyt”), Beyond 100 FZE (“Beyond 100”) and Smart Co. Holding Pte. Ltd. (“Smart Co,” and together with Skycrest, Greyt and Beyond 100, individually, an “Investor” and collectively, the “Investors”).

Skycrest and Greyt are Nevada and Delaware limited liability companies, respectively, which are based in South Florida and which are affiliated with Wendy Grey and Harvey Birdman, respectively. Ms. Grey and Mr. Birdman are active investors in microcap companies. Beyond 100 and Smart Co. are Dubai and Singapore corporations, respectively, affiliated with Dr. Bhupendra Kumar Modi, a well-known industrialist and entrepreneur in India and Singapore.

Pursuant to the SPAs, the Company issued each Investor 50,000,000 shares of the Company’s common stock (“Shares”) at a price of $0.02 per Share ($1,000,000). In addition, under the SPAs with Skycrest and Greyt, the Company issued each of them 50 shares of newly designated Series C Non-Convertible Preferred Stock (the “Series C Preferred Shares”).

The Series C Preferred Shares vote together with Shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law and entitle Skycrest and Greyt to each exercise 25.5% of the total voting power of the Company. The Series C Preferred Shares are not convertible into common stock, do not have any dividend rights and do have a nominal liquidation preference. The Series C Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series C Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions. The Series C Preferred Shares are automatically redeemed by the Company for nominal consideration at such time as the holder owns less than 50% of the Shares purchased pursuant to its SPA and Shares issued or issuable upon exercise of the Consulting Warrants (as described below) or in the event the holder transfers or seeks to transfer the Series C Preferred Shares, other than by the laws of descent and distribution.

The SPAs with Skycrest and Greyt, also grant them the right, acting jointly, to designate a majority of the nominees to be elected to the Company’s board of directors at each annual meeting of the Company’s stockholders (the “Designation Right”). The Designation Right expires at such time as the Preferred Shares are no longer outstanding.

As a result of the issuance to Skycrest and Grey of the Preferred Stock and the granting to them of the Designation Right, a “Change in Control” of the Company is deemed to have occurred.

The SPA with Beyond 100 grants that Investor a right of first refusal for a period of 18 months from Closing with respect to any bona fide offer, or proposal received by the Company from or agreement in principal reach by the Company with a third party to enter into an exclusive arrangement providing for manufacturing, distributing, licensing, and commercializing any of its existing and/or future products and services to be manufactured, licensed and/or distributed by the Company or any of its subsidiaries in India.

The SPAs also accord the Investors registration rights under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”) within 180 days of Closing and use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 days thereafter. The registration statement will cover the resale of the Shares pursuant to the SPAs, and in the case of Skycrest and Greyt, the Shares issued or issuable upon exercise of the Consulting Warrants. The SPAs also provide the Investors “piggy-back” registration rights with respect to their respective Shares.

Consulting Agreements

At Closing, the Company also entered into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (a) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth therein; and (b) Skycrest and Greyt are being compensated for their services by the Company issuing to each of them at closing ten (10) year-warrants to purchase 150,000,000 Shares at an exercise price of $0.02 per Share (the “Consulting Agreement Warrants”), which Warrants are exercisable on a “cashless” basis.

Changes in the Board of Directors

At Closing, Albert Mitrani, Dr. Allen Meglin and Michael Carbonara stepped down as directors of the Company. It is anticipated that additional directors will be appointed to the board, the majority of whom will be “independent” in accordance with the rules and regulations of the SEC and the Nasdaq Stock Market, LLC.

Changes in Management Compensation

Pursuant to the SPAs, the following changes in management compensation were implemented at Closing:

●

Each of Albert Mitrani, Dr. Maria Ines Mitrani and Ian Bothwell entered into an amendment to their respective employment agreements providing for (a) setting their respective base salaries at $300,000 per annum; (b) limits on cell phone, automobile and other monthly allowances; (b) elimination of any compensation associated with commissions, fixed bonus, increases to base salary (based on revenue milestones), and/or tax make-whole provisions associated with equity grants; and (c) deletion of change in control provisions.

●

Albert Mitrani and Dr. Maria Ines Mitrani each waived all accrued but unpaid compensation, except for two unpaid base salary payments outstanding as of July 31, 2022. The Company, Albert Mitrani and Dr. Maria Ines Mitrani also agreed to terminate the leases with Mariluna LLC for use of Albert Mitrani’s and Mari Mitrani’s Miami, FL and Aspen, Colorado homes, effective July 13, 2022.

●

Ian Bothwell waived all unpaid and accrued compensation except for four unpaid base salary payments outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 30,000,000 Shares at an exercise price of $0.02 per Share, exercisable on a “cashless basis” and a cash payment of $50,000 at Closing. The Company and Mr. Bothwell agreed that rental and other office costs associated with the California office currently used by him will not be reimbursed after October 31, 2022.

●

Dr. George Shapiro terminated his consulting arrangement with the Company and waived all unpaid consulting fee obligations in exchange for ten-year warrants to purchase 3,150,000 Shares at an exercise price of $0.02 per Share, exercisable on a “cashless basis.”

●

The Company and each of its directors agreed to terminate all awards granted under the Company’s Management and Consultant Performance Plan.

The foregoing description of the $4.0 million capital raise and corporate restructuring transaction and the agreements executed in connection therewith are qualified in their entirety by reference to the agreements and documents filed as Exhibits to this Report.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Report is incorporated into this item by reference.

In addition to the securities issued in connection with the $4.0 million capital raise and corporate restructuring transaction described in Item 1.01 of this Report, on August 4, 2022, Organicell offered and sold 25,000,000 Shares in a private transaction to a single “accredited investor” for a purchase price of $1,000,000 or $0.04 per Share.

All the above referenced securities were issued and sold pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and the rules and regulations thereunder.

Item 5.01

Changes in Control of the Registrant.

The disclosure set forth in Item1.01 of this Report on Form 8-K is incorporated into this item by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth in Item 1.01 of this Report is incorporated into this item by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth in Item 1.01 of this Report is incorporated into this item by reference.

In connection with the $4.0 million capital raise and corporate restructuring transaction described in Item 1.01 of this Report, the board of directors amended the Company’s Bylaws to opt-out of the Nevada “Control Share Statute” (Nevada Revised Statutes Chapter 78, Sections 378-3793). A copy of the amended Bylaws is filed as Exhibit 3.2 to this Report.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Series C Non-Convertible Preferred Stock

3.2		Second Amended and Restated Bylaws (as amended effective August 19, 2021)

10.1		Stock Purchase Agreement with Skycrest Holdings, LLC

10.2		Stock Purchase Agreement with Greyt Ventures LLC

10.3		Stock Purchase Agreement with Beyond 100 FZE

10.4		Stock Purchase Agreement with Smart Co. Holding Pte. Ltd.

10.5		Consulting Agreement with Skycrest Holdings, LLC

10.6		Consulting Agreement with Greyt Ventures LLC

10.7		Warrant issued to Skycrest Holdings, LLC

10.8		Warrant issued to Greyt Ventures, LLC

10.9		Amendment to Albert Mitrani Employment Agreement

10.10		Amendment to Dr. Maria Ines Mitrani Employment Agreement

10.11		Amendment to Ian Bothwell Employment Agreement

10.12		Termination of Consulting Arrangement with Dr. George Shapiro

10.13		Form of Warrant to be issued to Ian Bothwell and Dr. George Shapiro

10.14		Termination of Management and Consultant Performance Plan Awards

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 23, 2022	ORGANICELL REGENERATIVE MEDICINE, INC.

	By:	/s/ Ian Bothwell
		Ian Bothwell Chief Financial Officer

Exhibit 3.1

Exhibit A

ORGANICELL REGENERATIVE MEDICINE

CERTIFICATE OF DESIGNATION

SERIES C NON-CONVERTIBLE PREFERRED STOCK

Organicell Regenerative Medicine, Inc., a Nevada corporation (the “Company”), acting pursuant to Chapter 78 of the Nevada Revised Statutes, does hereby submit the following Certificate of Designation of newly created Series C Non-Convertible Preferred Stock (this “Certificate”).

FIRST: The name of the Company is Organicell Regenerative Medicine, Inc.

SECOND: By unanimous written consent of the Board of Directors of the Company (the “Board of Directors” or the “Board”), the following resolutions were duly adopted:

WHEREAS, the Articles of Incorporation of the Company, as amended (the “Articles of Incorporation”) authorize the issuance of up to 10,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”), issuable from time to time in one or more series; and

WHEREAS, the Board of Directors is authorized, subject to limitations prescribed by law and by the provisions of the Articles of Incorporation, to establish and fix the number of shares to be included in any series of Preferred Stock and the designate the rights, preferences, powers, restrictions and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation of rights, preferences, powers, restrictions and limitations of the shares of such new series of Preferred Stock.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the Articles of Incorporation there is hereby established a new series of 100 shares of Series C Non- Convertible Preferred Stock of the Company having the rights, preferences, powers, restrictions and limitations set forth in a supplement to the Articles of Incorporation as follows:

1. Designation and Number of Shares. The series will be known as Series C Non-Convertible Preferred Stock (the Series C Preferred Stock”) and will consist of one hundred (100) shares of the authorized but unissued Preferred Stock of the Company. The face amount of each share of Series C Preferred Stock shall be $0.001 per share (the “Stated Value”).

2. Dividends. The holders of shares of the Series C Preferred Stock shall not be entitled to receive any dividends.

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3. Preferences on Liquidation. Subject to the provisions of Section 6(a) below, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of shares of the Series C Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

4. Voting Rights. Except as otherwise required by law or by the Articles of Incorporation and except as set forth in Section 6(b) below, the outstanding shares of Series C Preferred Stock shall vote together with the Company’s outstanding shares of Common Stock and other voting securities of the Company as a single class and, each the total of all shares of Series C Preferred Stock outstanding shall represent 51 percent (51%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders.

5. No Impairment. The Company will not, by amendment to the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Articles of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series C Preferred Stock against impairment.

6. Ranking; Changes Affecting Series.

(a) The Series C Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Company, and any other class or series of stock of the Company which by its terms shall rank junior to the Series C Preferred Stock; and (ii) rank junior to any other series or class of preferred stock of the Company and any other class or series of stock of the Company which by its term shall rank senior to the Series C Preferred Stock.

(b) So long as any shares of Series C Preferred Stock are outstanding, the Company shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series C Preferred Stock: or (ii) amend the provisions of this Section 6; in each case, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series C Preferred Stock, as to changes affecting the Series C Preferred Stock.

7. Redemption. The Series C Preferred Stock held by a holder thereof (the “Holder”) shall be automatically redeemed by the Company and cease to be outstanding at a redemption price of $1.00 per share, at such time as the Holder (a) no longer beneficially owns more than fifty percent (50%) of (i) the shares of Common Stock of the Company purchased by the Holder pursuant to that certain Securities Purchase Agreement dated August __, 2022, by and among the Company, Skycrest Holdings, LLC and Greyt Ventures, LLC; and (ii) the Warrants issued by the Company to the Holder pursuant to a Consulting Services Agreement dated August __, 2022 and the shares of Common Stock of the Company issued or issuable or pursuant to exercise of the Warrants; or (b) if the Holder transfers or attempts to transfer ownership of the shares of Series C Preferred Stock to any third party, other than by the laws of descent and distribution.

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8. No Conversion. The Series C Preferred Stock is not convertible into Common Stock or any other capital stock of the Company.

9. Protective Provisions. So long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by Chapter 78 of the Nevada Revised Statutes) of the Holders of at least a majority of the then outstanding shares of Series C Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series C Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series C Preferred Stock;

(c) create any new class or series of capital stock having a preference over the Series C Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Senior Securities”);

(d) create any new class or series of capital stock ranking pari passu with the Series C Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Pari Passu Securities”);

(e) increase the authorized number of shares of Series C Preferred Stock;

(f) issue any shares of Series C Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties thereto;

(g) issue any additional shares of Senior Securities; or

(h) redeem, declare or pay any cash dividend or distribution on, any Junior Securities.

If holders of at least a majority of the then outstanding shares of Series C Preferred Stock agree to allow the Company to alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock pursuant to subsection (a) above, then the Company shall deliver notice of such approved change to the Holders of the Series C Preferred Stock that did not agree to such alteration or change.

10. Merger, Consolidation, Etc.

(a) If at any time or from time to time there shall be (i) a merger, or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Company in which in excess of fifty percent (50%) of the Company’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization, provision shall be made so that the holders of the Series C Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization.

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(b) The provisions of this Section 10 are in addition to and not in lieu of the provisions of Section 2 hereof.

11. Lost or Stolen Certificates. Upon receipt by the Company of (a) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s); (b) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company; or (c) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company by its Authorized Officer this 17th day of August, 2022.

	By:	/s/ Matthew Sinnreich
		Matthew Sinnreich, Acting CEO

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Exhibit 3.2

SECOND AMENDED AND RESTATED

BY-LAWS

ORGANICELL REGENERATIVE TECHNOLOGIES, INC.

(A NEVADA CORPORATION)

Amended August 19, 2022

TABLE OF CONTENTS

ARTICLE I. OFFICES		1
Section 1.01	Registered. Office.	1
Section 1.02	Other Offices.	1

ARTICLE II. CORPORATE SEAL		1
Section 2.01	Corporate Seal.	1

ARTICLE III. STOCKHOLDERS’ MEETINGS		2
Section 3.01	Place of Meetings.	2
Section 3.02	Annual Meeting.	2
Section 3.03	Special Meetings.	3
Section 3.04	Notice of Meetings.	4
Section 3.05	Quorum.	4
Section 3.06	Adjournment and Notice of Adjourned Meetings.	5
Section 3.07	Voting Rights.	5
Section 3.08	Joint Owners of Stock.	5
Section 3.09	List of Stockholders.	6
Section 3.10	Action Without Meeting.	6
Section 3.11	Organization.	6

ARTICLE IV. DIRECTORS		7
Section 4.01	Number and Qualification.	7
Section 4.02	Powers.	7
Section 4.03	Election and Term of Office of Directors.	7
Section 4.04	Vacancies.	7
Section 4.05	Resignation.	8
Section 4.06	Removal.	8
Section 4.07	Meetings.	8
Section 4.08	Quorum and Voting.	9
Section 4.09	Action Without Meeting.	12
Section 4.10	Fees and Compensation.	12
Section 4.11	Committees.	12
Section 4.12	Organization.	13

ARTICLE V. OFFICERS		14
Section 5.01	Officers Designated.	14
Section 5.02	Tenure and Duties of Officers.	14
Section 5.03	Delegation of Authority.	15
Section 5.04	Resignations.	15
Section 5.05	Removal.	16

ARTICLE VI. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING		16
Section 6.01	Execution of Corporate Instrument.	16
Section 6.02	Voting of Securities Owned by the Corporation.	17

ARTICLE VII. SHARES OF STOCK		17
Section 7.01	Form and Execution of Certificates.	17
Section 7.02	Lost Certificates.	17
Section 7.03	Transfers.	18
Section 7.04	Fixing Record Dates.	18
Section 7.05	Registered Stockholders.	18

ARTICLE VIII. OTHER SECURITIES OF THE CORPORATION		19
Section 8.01	Execution of Other Securities.	19

ARTICLE IX. DIVIDENDS		19
Section 9.01	Declaration of Dividends.	19
Section 9.02	Dividend Reserve.	19

ARTICLE X. FISCAL YEAR		20
Section 10.01	Fiscal Year.	20

ARTICLE XI. INDEMNIFICATION		20
Section 11.01	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.	20

ARTICLE XII. NOTICES		23
Section 12.01	Notices.	23

ARTICLE XIII. AMENDMENTS		24
Section 13.01	Amendments.	24

ARTICLE XIV. CONTRACTS, LOANS, CHECKS AND DEPOSITS		25
Section 14.01	Contracts.	25
Section 14.02	Loans.	25
Section 14.03	Checks, Drafts, etc.	25
Section 14.04	Deposits.	25

ARTICLE XV. BOARD OF ADVISORS		25
Section 15.01	Board of Advisors.	25

ARTICLE XVI. CONTROL SHARE STATUTE		25
Section 16.01	Control Share Statute.	25

AMENDED AND RESTATED

BY-LAWS

ORGANICELL REGENERATIVE MEDICINE, INC.

(A NEVADA CORPORATION)

Amended August 19, 2022

Article I. OFFICES

Section 1.01 Registered Office.

(a)

The registered office of the Biotech Products Services and Research, Inc., a Nevada corporation (the “Corporation”), in the State of Nevada shall be at such place as the board shall resolve.

Section 1.02 Other Offices.

(a)

The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article II. CORPORATE SEAL

Section 2.01 Corporate Seal.

(a)

The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Nevada.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Article III. STOCKHOLDERS’ MEETINGS

Section 3.01 Place of Meetings.

(a)

Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the Corporation required to be maintained pursuant to Section 1.02 hereof.

Section 3.02 Annual Meeting.

(a)

The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

(b)

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the Corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c)

Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in accordance with the provisions of paragraph (b) of this Section 3.02. Such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the Corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 3.02. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these By-laws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

(d)

For purposes of this Section 3.02, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 3.03 Special Meetings.

(a)

Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time, as the Board of Directors shall determine.

(b)

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 3.04 of these By-laws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 3.04 Notice of Meetings.

(a)

Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 3.05 Quorum.

(a)

At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these By-laws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than fifty percent (50%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these By-laws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the Corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these By-laws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these By-laws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Section 3.06 Adjournment and Notice of Adjourned Meetings.

(a)

Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 3.07 Voting Rights.

(a)

For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date, as provided in Section 3.09 of these By-laws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 3.08 Joint Owners of Stock.

(a)

If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 3.09 List of Stockholders.

(a)

The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 3.10 Action Without Meeting.

(a)

No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these By-laws, or by the written consent of the stockholders setting forth the action so taken and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and voted.

Section 3.11 Organization.

	(a)	At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

	(b)	The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

Article IV. DIRECTORS

Section 4.01 Number and Qualification.

(a)

The authorized number of directors of the Corporation shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these By-laws.

Section 4.02 Powers.

(a)

The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 4.03 Election and Term of Office of Directors.

(a)

Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

Section 4.04 Vacancies.

(a)

Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this By-law in the case of the death, removal or resignation of any director.

Section 4.05 Resignation.

(a)

Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 4.06 Removal.

(a)

Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause.

Section 4.07 Meetings.

	(a)	Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

	(b)	Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the Corporation required to be maintained pursuant to Section 1.02 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

	(c)	Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

	(d)	Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

	(e)	Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, email or sms text message, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

	(f)	Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.08 Quorum and Voting.

(a)

Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 11.01 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. Interested directors may be counted towards the calculation of a quorum but shall be recused from voting on the matter(s). An interested director may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies a contract or transaction, and if the votes of the common or interested directors or common or interested members of the committee are not counted at the meeting, then a majority of the disinterested directors or disinterested members of the committee may authorize, approve or ratify a contract or transaction.

	(b)	Except as provided below in subsection (c), at each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these By-laws.

	(c)	Notwithstanding subsection (b) or anything contained herein to the contrary, the following actions may not be taken without the approval of a supermajority (as defined below) of the full Board of Directors:

(i)		a change of the Corporation’s name;

(ii)		a change in the location of the Corporation’s headquarters from Miami, FL to another city;

(iii)		the entry or exit from a line of business of the Corporation;

(iv)		the hiring or termination of any C-level executives of the Corporation or any subsidiary of the Corporation;

(v)		the entry, amendment or termination of any employment agreement with an executive officer of the Corporation;

(vi)		the removal of any member of the Board of Directors;

(vii)		the appointment of a person to fill a vacancy of the Board of Directors;

(viii)		the increase or decrease in the size of the Board of Directors;

(ix)		the designation of a class of Preferred Stock of the Corporation and/or the amendment of the rights, privileges and obligations of any designated Preferred Stock;

(x)		the declaration and issuance of any dividend;

(xi)		the forward or reverse split of the securities of the Corporation or any reclassification or exchange thereof;

(xii)		the sale, exchange or other disposition of the Corporation’s assets with an aggregate value of at least $100,000 or all, or substantially all, of the Corporation’s assets, whichever is less, occurring as part of a single transaction or plan, or in multiple transactions over a six (6) month period, except in the orderly liquidation and winding up of the business of the Corporation upon its duly authorized dissolution;

(xiii)		the acquisition of the stock or assets of another entity or the merger therewith, regardless of the nature or amount of consideration given therefor;

(xiv)		the issuance or re-issuance of any equity securities; or any debt securities convertible into equity securities; or any rights, options, or warrants to acquire any equity securities;

(xv)		the registration of any class of securities of the Corporation with the Securities and Exchange Commission or the withdrawal of any registration of any class of securities of the Corporation;

(xvi)		investing in any other entity or the establishment of a joint venture with another party;

(xvii)		the entering into any financing transaction with a third party in excess of $100,000

(xviii)		the making of any capital expenditure in excess of $100,000;

(xix)		the creation, assumption, issuance, or incurring any indebtedness in excess of $50,000 per obligation;

(xx)		the signing of checks in excess of $50,000 drawn upon the bank account or accounts of the Corporation in connection with a single transaction or series of related transactions;

(xxi)		any act which would make it impossible to carry on the ordinary business of the Corporation;

(xxii)		any transactions between the Corporation and any member of the Board of Directors or executive officers or any affiliates or family members of such persons;

(xxiii)		the confession of a judgment against the Corporation; and

(xxiv)		the amendment of these By-laws.

(d)

For purposes of Section 4.08(c), a “supermajority” of the full Board of Directors shall consist of:

(i)

A minimum of three (3) members if four (4) members are entitled on the matter(s) presented;

(ii)		A minimum of four (4) members if five (5) members are entitled on the matter(s) presented;

(iii)		A majority of the members if six (6) or more members are entitled on the matter(s) presented.

Section 4.09 Action Without Meeting.

(a)

Unless otherwise restricted by the Articles of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 4.10 Fees and Compensation.

(a)

Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 4.11 Committees.

(a)

Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation.

	(b)	Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event, shall such committee have the powers denied to the Executive Committee in these By-laws.

	(c)	Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member’s term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this By-law may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

	(d)	Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 4.11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.12 Organization.

(a)

At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

Article V. OFFICERS

Section 5.01 Officers Designated.

(a)

The officers of the Corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 5.02 Tenure and Duties of Officers.

	(a)	General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

	(b)	Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 5.02.

	(c)	Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the Corporation, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

	(d)	Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

	(e)	Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these By-laws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these By-laws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

	(f)	Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 5.03 Delegation of Authority.

(a)

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.04 Resignations.

(a)

Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

Section 5.05 Removal.

(a)

Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

Article VI. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section 6.01 Execution of Corporate Instrument.

	(a)	The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these By-laws, and such execution or signature shall be binding upon the Corporation.

	(b)	Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

	(c)	All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

	(d)	Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 6.02 Voting of Securities Owned by the Corporation.

(a)

All stock and other securities of other Corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

Article VII. SHARES OF STOCK

Section 7.01 Form and Execution of Certificates.

(a)

Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.02 Lost Certificates.

(a)

A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 7.03 Transfers.

	(a)	Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

	(b)	The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Nevada Revised Statutes (“N.R.S.”), Chapter 78.

Section 7.04 Fixing Record Dates.

	(a)	In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

	(b)	In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.05 Registered Stockholders.

(a)

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

Article VIII. OTHER SECURITIES OF THE CORPORATION

Section 8.01 Execution of Other Securities.

(a)

All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 7.01), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

Article IX. DIVIDENDS

Section 9.01 Declaration of Dividends.

(a)

Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 9.02 Dividend Reserve.

(a)

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Article X. FISCAL YEAR

Section 10.01 Fiscal Year.

(a)

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Article XI. INDEMNIFICATION

Section 11.01 Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

	(a)	Directors Officers. The Corporation shall indemnify its directors and officers to the fullest extent not prohibited by N.R.S. Chapter 78; provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under N.R.S. Chapter 78 or (iv) such indemnification is required to be made under subsection (d).

	(b)	Employees and Other Agents. The Corporation shall have power to indemnify its employees and other agents as set forth in N.R.S. Chapter 78.

	(c)	Expense. The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the Corporation, or is or was serving at the request of the Corporation as a director or executive officer of another Corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this By-law or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this By-law, no advance shall be made by the Corporation to an officer of the Corporation (except by reason of the fact that such officer is or was a director of the Corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.

	(d)	Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this By-law shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the director or officer. Any right to indemnification or advances granted by this By-law to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the Corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under N.R.S. Chapter 78 for the Corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the Corporation) for advances, the Corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the Corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in N.R.S. Chapter 78, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the Corporation.

	(e)	Non-Exclusivity of Rights. The rights conferred on any person by this By-law shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by N.R.S. Chapter 78.

	(f)	Survival of Rights. The rights conferred on any person by this By-law shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

	(g)	Insurance. To the fullest extent permitted by N.R.S. Chapter 78, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this By-law.

	(h)	Amendments. Any repeal or modification of this By-law shall only be prospective and shall not affect the rights under this By-law in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

	(i)	Saving Clause. If this By-law or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this By-law that shall not have been invalidated, or by any other applicable law.

	(j)	Certain Definitions. For the purposes of this By-law, the following definitions shall apply:

(i)		The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii)		The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii)		The term the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent or another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this By-law with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued.

(iv)		References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another Corporation, partnership, joint venture, trust or other enterprise.

(v)

References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this By-law.

Article XII. NOTICES

Section 12.01 Notices.

	(a)	Notice to Stockholders. Whenever, under any provisions of these By-laws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent.

	(b)	Notice to directors. Any notice required to be given to any director may be given by the method stated in subsection (a), by telephone, facsimile, email or by sms text message, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

	(c)	Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

	(d)	Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

	(e)	Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

	(f)	Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

	(g)	Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or By-laws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

	(h)	Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or By-laws of the Corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

Article XIII. AMENDMENTS

Section 13.01 Amendments.

(a)

The Board of Directors shall have the sole power to adopt, amend, or repeal By-laws as set forth in the Articles of Incorporation.

Article XIV. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 14.01 Contracts.

(a)

The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 14.02 Loans.

(a)

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 14.03 Checks, Drafts, etc.

(a)

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Chief Executive Officer or the President or such other officer or agent of the corporation and in such manner as shall from time to time be determined by the Chief Executive Officer or the President or by resolution of the Board of Directors.

Section 14.04 Deposits.

(a)

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Article XV. BOARD OF ADVISORS

Section 15.01 Board of Advisors.

(a)

The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the Corporation or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.

ARTICLE XVI. CONTROL SHARE STATUTE

Section 16.01 Control Share Statute

(a)

The provisions of the Nevada Control Share Statute (Nevada Revised Statutes Chapter 78, Sections 378-3793) shall not be applicable to the Company and the Company elects to opt-out of such statute.

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 19, 2022 (the “Effective Date”), is made by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (the “Company”) and SKYCREST HOLDINGS, LLC, a Nevada limited liability company (“Skycrest” or the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, the Company wishes to sell to the Purchaser 50,000,000 shares of the Company’s common stock, $0.001 par value (the “Common Shares”) and 50 shares of the Company’s Series C Preferred Stock, $0.001 par value (the “Preferred Shares,” and together with the Common Shares, the “Shares”), and the Purchaser wish to purchase the Shares from the Company, all on and subject to the terms and conditions set forth herein; and

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration pursuant to Section 4(a)2 of and Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy are hereby acknowledged, the Parties agree as follows:

ARTICLE I
CONSIDERATION

1.1 Sale and Purchase of Shares. On and subject to the terms and conditions set forth in this Agreement, at Closing (as hereinafter defined), the Company shall sell the Shares to the Purchaser and the Purchaser shall purchase and acquire their respective Shares from the Company for a purchase price of $1,000,000 (the “Purchase Price”).

1.2 Payment of the Purchase Price. The Purchase Price for the Shares shall be payable by the Purchaser to the Company in full at Closing (a) by application of the $250,000 good faith deposit previously paid by the Purchaser to the Company; and (b) the balance by wire transfer in immediately available funds to such bank account as may be designated by the Company.

1.3 Closing. The closing of the purchase and sale of the Shares provided for in this Agreement (the “Closing”) shall be consummated by electronic or other exchange of documents contemporaneously with the execution of this Agreement on the Effective Date

1.4 Board Composition at Closing. At Closing, the Company’s board of directors shall consist of six (6) directors, as follows:

Matthew Sinnreich

Ian Bothwell

Dr. Maria Mitrani

Dr. George Shapiro

Steven Jerry Glauser

Chuck Bretz

All other current members of the board of directors (Albert Mitrani, Dr. Allen Meglin and Michael Carbonara) shall have resigned at Closing. In addition, the Purchaser, together with Greyt Ventures LLC (“Greyt”) shall have the Designation Right

1.5 Closing Deliveries by the Company. At Closing, the Company shall deliver (or cause to be delivered) to the Purchaser (as applicable):

(a) book entry or physical certificates in the name of the Purchaser for their respective Shares purchased hereunder;

(b) evidence in form and substance reasonably satisfactory to the Purchaser that the Certificate of Designation in the form of Exhibit A attached hereto, setting forth the rights, preferences, powers, restrictions and limitations of the Preferred Shares, has been filed with the Secretary of State of Delaware;

(c) evidence in form and substance reasonably satisfactory to the Purchaser that the composition of the Company’s board of directors be comprised at Closing as provided in Section 1.4;

(d) a consulting agreement between the Company and Skycrest, in the form of Exhibit B attached hereto (the “Consulting Agreement”), duly executed by the parties thereto;

(e) ten-year cashless warrants to purchase 150,000,000 Shares at an exercise price of $0.02 per share as compensation to Skycrest under the Consulting Agreement, in the form of Exhibit C attached hereto)the “Warrants”), duly executed by the parties thereto;

(f) evidence in form and substance reasonably satisfactory to the Purchaser that the changes in management compensation set forth on Exhibit D attached hereto have been implemented;

(g) a copy of the minutes of meeting or written consent duly executed by each director of the Company, providing the valid adoption of resolutions of the Company’s board of directors approving this Agreement and each other transaction agreement provided for in this Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby; and

(h) such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.

1.6 Closing Deliveries by the Purchaser. At Closing, the Purchaser shall deliver (or cause to be delivered) to the Company (as applicable):

(a) The balance of the Purchase Price, as provided in Section 1.2(b); and

(b) such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

2.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports (as hereinafter defined), which shall be deemed a part hereof, the Company hereby makes the following representations and warranties to the Purchaser:

(a) SEC Reports. The Company has timely, including within any additional time periods provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since November 1, 2020, pursuant to the reporting requirements of the Exchange Act, as amended including all exhibits thereto and financial statements, notes and schedules included or incorporated by reference therein and all amendments thereto (collectively, the “SEC Reports”). As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or to which any of their respective property or assets are subject that are required to be filed as Exhibits to the SEC Reports are included as a part of, or specifically identified in, the SEC Reports.

(b) Organization, Good Standing and Qualification. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify could be reasonably expected to result in a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (as hereinafter defined), taken as a whole (a “Material Adverse Effect”).

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other transaction agreements to which it is a party (collectively, the “Transaction Agreements”), and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company or its stockholders in connection therewith. This Agreement and the other Transaction Agreements to which the Company is a party have been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. The Company is not in violation of any of the provisions of its Articles of Incorporation or bylaws (each as amended through the date hereof).

(d) Capitalization; Subsidiary.

(i) As of the date of this Agreement, the authorized capital stock of the Company consists of 2,500,000,000 shares of Common Stock, par value $0.001 and 10,000,000 shares of Preferred Stock, par value $0.001, of which 100 shares have been designated as the Preferred Shares being offered and sold hereunder. No shares of capital stock of the Company are entitled to preemptive or similar rights, nor is any holder of capital stock of the Company entitled to statutory preemptive or similar rights arising out of any agreement or understanding with the Company.

(ii) All issued and outstanding shares of the Company’s capital stock (A) have been duly authorized and validly issued and are fully paid and nonassessable; and (B) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

(iii) Except as set forth in the SEC Reports or the Exhibits hereto and Schedule 1, there are no outstanding options, warrants, rights (including conversion and rights of first refusal and similar rights) to subscribe to, calls, or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of capital stock of the Company, or contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, or securities or rights convertible or exchangeable into shares of capital stock of the Company. The issue and sale of the Shares will not obligate the Company to issue Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

(e) Issuance of the Shares. The Shares are duly authorized, and when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, and free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, “Liens”). Based in part upon the representations of the Purchaser set forth in Section 2.2 of this Agreement, (i) the Shares will be issued in compliance with all applicable federal and state securities laws; and (ii) no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser under this Agreement.

(f) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s Articles of Incorporation or bylaws (each as amended through the date hereof); (ii) conflict with, or constitute a default (or an event which with notice or lapse of time, or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time, or both) of, any agreement, credit facility, indenture or instrument (evidencing a Company debt or otherwise) to which the Company is a party or by which any property or asset of the Company is bound or affected; (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, or (iv) conflict with, or result in or constitute any violation of, or result in the termination, suspension or revocation of, any Authorization (as hereinafter defined) applicable to the Company, or to any of their respective properties or assets, or to any of the Shares, or result in any other impairment of the rights of the holder of any such Authorization, except in the case of each of clauses (ii), (iii) and (iv), as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The business of the Company is conducted in compliance in all material respects with all laws, ordinances or regulations of any governmental authority. As used herein, “Authorization” means any registration (including any registration under the Securities Act) or filing with, or any notification to, or any approval, permission, consent, ratification, waiver, authorization, order, finding of suitability, permit, license, franchise, exemption, certification or similar instrument or document of or from, any U.S. court, arbitral tribunal, arbitrator, administrative or regulatory agency or commission or other governmental or regulatory authority, agency or governing body, domestic or foreign, including without limitation any trading market (each, a “Governmental Entity”), or any other person, or under any statute, law, ordinance, rule, regulation or agency requirement of any Governmental Entity,

(g) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, Authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. or foreign federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of this Agreement, other than filings which may be required under federal and state securities laws, including Form D and any blue sky filings.

(h) Litigation; Proceedings. Except as set forth in the SEC Reports and on Schedule 2, there is no action, suit, inquires, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency, or regulatory authority (U.S. federal, state, county, local or foreign), which if adversely determined, could reasonably be expect to have a Material Adverse Effect nor is the Company aware of any reasonable basis therefor. Neither the Company nor to the Company’s knowledge, any of its officers, directors or any of its employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate, which if adversely determined, could reasonably be expected to have a Material Adverse Effect. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

(i) No Default or Violation. The Company is not (i) in material default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a material default), nor has the Company received written notice of a claim that it is in material default under or is in material violation of any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound; (ii) in violation in any material respect of any order of any court, arbitrator or governmental body; or (iii) in violation in any material respect of any statute, rule or regulation of any governmental authority, which in each instance could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(j) Brokers Fees. No fees or commissions will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person, with respect to the transactions contemplated by this Agreement.

(k) Intellectual Property.

(i) The Company owns or possesses sufficient legal rights to its respective Intellectual Property (as defined below) necessary for its business as now conducted and as presently proposed to be conducted. To the knowledge of the Company, all such Intellectual Property rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property rights of the Company. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. For purposes of this Agreement, “Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, mask works, technology, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing (and all goodwill associated therewith), and any and all such cases that are necessary, owned or used by the Company or the Subsidiary in the conduct of its respective businesses as now conducted and as presently proposed to be conducted.

(ii) All material licenses or other agreements under which the Company is granted Intellectual Property (excluding licenses to use software utilized in the Company’s internal operations and which is generally commercially available) are in full force and effect and, to the Company’s knowledge, there is no material default by any party thereto. The Company has no reason to believe that the licensors under such licenses and other agreements do not have and did not have all requisite power and authority to grant the rights to the Intellectual Property purported to be granted thereby.

(iii) All licenses or other agreements under which the Company has granted rights to Intellectual Property to others (including all end-user agreements) are in full force and effect, there has been no material default by the Company thereunder and, to the Company’s knowledge, there is no material default of any provision thereof relating to Intellectual Property by any other party thereto.

(iv) The Company has taken all steps required in accordance with commercially reasonable business practice to establish and preserve their ownership in their owned Intellectual Property and to keep confidential all material technical information developed by or belonging to the Company or such Company which has not been patented or copyrighted.

(l) Regulatory Permits. The Company possesses all material certificates, authorizations and permits issued by the appropriate U.S. federal, state or foreign regulatory authorities materially necessary to conduct its business (“Permits”) and the Company has not received any notice of proceedings relating to the revocation or modification of any Permit.

(m) Insurance. Except with respect to Directors’ and Officers’ insurance, which the Company does not currently maintain, the Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company is engaged in their locality. The Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

(n) Title. The Company does not own any real property in fee simple. The Company have good and marketable title to all personal property owned by it that is material to its business, free and clear of all Liens, except for Liens that do not materially affect the value of such real or personal property and do not interfere with the use made and proposed to be made of such real or personal property by the Company. Any real property and facilities held under lease by the Company is held by them under valid, subsisting and enforceable leases of which the Company is in material compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

(o) Financial Statements. As of their respective filing dates, as applicable, the financial statements of the Company included in the SEC Reports (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (“GAAP”), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiary as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(p) Material Changes. Since the date of the latest audited Financial Statements included within the SEC Reports and as disclosed in any subsequently filed SEC Report, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice; and (B) liabilities that would not be required to be reflected in the Company’s financial statements pursuant to GAAP or that would not be required to be disclosed in filings made with the SEC; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; and (v) the Company has not issued any equity securities. The Company does not have pending before the SEC any request for confidential treatment of information.

(q) Off-Balance Sheet Arrangements. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its SEC Reports filings and is not so disclosed or that otherwise would be reasonably expected to result in a Material Adverse Effect. There are no such transactions, arrangements or other relationships with the Company that may create contingencies or liabilities that are not otherwise disclosed by the Company in its SEC Reports filings.

(r) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports or as contemplated in this Agreement or the other Transaction Agreements, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors) which would be required to be disclosed by the Company pursuant to Item 404 under Regulation S-K promulgated by the SEC, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case other than for (i) payment of salary for services rendered; (ii) reimbursement for expenses incurred on behalf of the Company or its Subsidiary; and (iii) other employee benefits, including stock option agreements, whether or not issued, under any stock option plan of the Company.

(s) Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to the certifying officers by others within those entities. To the Company’s knowledge, except as set forth in its most recently filed Annual Report on Form 10-K (the “2021 Form 10- K”), there are no material weaknesses in the Company’s internal control over financial reporting. Since the filing of the Company’s 2021 Form 10-K, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in Item 308(c) of Regulations S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reporting.

(t) Registration Rights. Except as set forth in the SEC Reports and pursuant to a Stock Purchase Agreements of even date herewith by and between the Company and each of Greyt, Beyond 100 FZE and a third non-affiliated investor participating with Beyond 100 FZE, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(u) Investment Company. The Company is not, and after giving effect to the sale of the Shares and the application of the net proceeds therefrom, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(v) Environmental Matters. The Company does not have any liabilities under any Environmental Law, nor, to the Company’s knowledge, do any factors exist that are reasonably likely to give rise to any such liability, materially affecting any of the properties owned or leased by the Company. The Company has violated in any material respect any Environmental Law applicable to it now or previously in effect. As used herein, “Environmental Law” means any federal, state, provincial, local or foreign law, statute, code or ordinance, principle of common law, rule or regulation, as well as any permit, order, decree, judgment or injunction issued, promulgated, approved or entered thereunder, relating to pollution or the protection, cleanup or restoration of the environment or natural resources, or to the public health or safety, or otherwise governing the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, discharge or disposal of hazardous materials.

(w) Labor Relations; Employee Matters. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company or which could reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, no employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as an Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

(x) Taxes. The Company has prepared in good faith and duly and timely filed all tax returns required to be filed by it and such returns are complete and accurate in all material respects, except for tax returns that would not reasonably be expected to have a Material Adverse Effect; and the Company has paid all taxes required to have been paid by it, except for taxes which it reasonably disputes in good faith or the failure of which to pay has not had or would not reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of a tax deficiency which has been or might be asserted or threatened against it which could reasonably be expected to result in a Material Adverse Effect.

2.2 Representations, Warranties and Covenants of the Purchaser. The Purchase represents and warrants to and covenants with the Company as follows:

(a) Organization and Good Standing. The Purchaser is duly incorporated, formed or organized, validly existing and in good standing under the laws of the State or jurisdiction of its incorporation, formation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

(b) Authorization; Enforcement. The Purchaser has all necessary power and authority (corporate or otherwise) to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to carry out their respective provisions. All action on the Purchaser’s part required for the lawful execution and delivery of this Agreement and the and the other Transaction Agreements to which it is a party has been taken. Upon its execution and delivery, this Agreement and the and the other Transaction Agreements to which it is a party will be valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Securities Law Representations and Covenants.

(i) Investment Intent. The Purchaser is acquiring the Shares for the Purchaser’s own account. The Purchaser is acquiring the Shares for investment purposes only and not with a view to or for distributing or reselling the Shares or any part thereof or interest therein in violation of securities laws, however, each Purchaser has the right at all times to sell or otherwise dispose of all or any part of the Shares pursuant to an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration.

(ii) Status. The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(iii) Experience of the Purchaser. The Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares and has so evaluated the merits and risks of such investment.

(iv) Ability of the Purchaser to Bear Risk of Investment. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(v) Access to Information. The Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as Purchaser has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the issuance of the Shares and the merits and risks of investing in the Company; (ii) access to publicly available information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable the Purchaser to evaluate the investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information contained herein.

(vi) Exemption from Registration. The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of the United States federal and applicable state securities laws pursuant to Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions.

(vii) No Bad Actor. Neither the Purchaser nor any of the Purchaser’s shareholders, members, directors, managers, executive officers or affiliates is subject to any of the acts enumerated in Rule 506(d)(i) through (viii) under the Securities Act (a “Disqualification Event”) except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act; and (ii) a description of which has been furnished in writing to the Company. There is no event that would, with the passage of time, become a Disqualification Event relating to any of the above listed persons.

(c) Legends. The Purchaser understands that the certificates evidencing the Shares will bear the following or similar legends for as long as required by the Securities Act and applicable state securities laws:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT.

ARTICLE III

REGISTRATION RIGHTS AND OTHER AGREEMENTS

3.1 Registration.

(a) Within one hundred eighty (180) days of the Effective Date, the Company shall prepare and file with the SEC a Registration Statement on Form S-1 (the “Registration Statement”) covering the resale of the Shares (which for purposes of this Article IV shall also be deemed to include Shares issuable upon exercise of the Warrants issued to Skycrest under the Consulting Agreement, but not the Preferred Shares) by the Purchaser. The Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective within sixty (60) days after the Registration Statement is filed, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Shares covered by such Registration Statement have been sold or are capable of public sale pursuant to Rule 144 under the Securities Act without restrictions or limitations as to volume or manner of sale (the “Effectiveness Period”).

(b) The Company shall notify the Purchaser, which notice shall, pursuant to clauses (iii) through (iv) hereof, be accompanied by an instruction to suspend the use of the Registration Statement until the requisite changes have been made and which notice shall be made by public dissemination of information (by filing a Current Report on Form 8-K or otherwise) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one trading day prior to such filing) and (if requested by the Purchaser) confirm such notice in writing no later than one trading day following the day (i)(A) when a Registration Statement or any supplement or post- effective amendment to a Registration Statement is proposed to be filed; (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or for additional information; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering the Shares or the initiation of any proceedings for that purpose; and (iv) any statement made in a Registration Statement or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement or other documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c) Once the SEC has declared the Registration Statement effective, the Company shall use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement during the Effectiveness Period and shall use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Shares for sale in any jurisdiction, at the earliest practicable moment.

(d) The Company shall promptly deliver to the Purchaser, without charge, as many copies of the prospectus comprising a portion of the Registration Statement, each amendment or supplement thereto as the Purchaser may reasonably request in connection with resales of the Shares by the Purchaser.

(e) Upon learning that a prospectus that is part of the Registration Statement contains a material misstatement or omission that causes other statements made therein to be materially inaccurate, as promptly as reasonably possible, the Company shall notify the Purchaser to cease selling Shares and shall prepare a supplement or amendment, including a post- effective amendment, to the Registration Statement or a supplement to the related prospectus, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Purchaser agrees to cease selling Shares immediately upon notice from the Company that the prospectus related to the Shares is not current and not to resume selling Shares until notified by the Company that the Purchaser may do so.

3.2 Registration Expenses. All fees and expenses incident to the performance of or compliance with the registration rights under this Agreement by the Company shall be borne by the Company whether or not any Shares are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading); (ii) fees and disbursements of counsel for the Company; (iii) fees and disbursements of the Company’s accountants and Independent Registered Public Accounting Firm; and (iv) fees and expenses of all other persons retained by the Company in connection with its obligations under this Article III. In no event shall the Company be responsible for any broker or similar commissions of the Purchaser or any legal fees or other costs of the Purchaser.

3.3 Transaction Disclosure; Notices. The Company shall, by 8:30 a.m. Eastern time on the Business Day following the Effective Date, file a Current Report on Form 8-K, reasonably acceptable to Purchaser, disclosing the transactions contemplated by this Agreement and make such other filings and notices in the manner and time required by the SEC.

3.4 Director Designation Right. The Purchaser and Greyt, as holders of the Preferred Shares, shall have the right, acting jointly to designate a majority of the nominees to be elected to the Company’s board of directors at each annual meeting of the Company’s stockholders (“Designation Right”). The Designation Right and the Company’s obligations under this Section 3.4, shall expire at such time as the Preferred Shares are no longer outstanding.

ARTICLE IV

INDEMNIFICATION

4.1 Survival. The respective representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and Closing for a period of six (6) months.

4.2 Indemnity. Each Party (an “Indemnifying Party”) shall indemnify each other Party and hold such other Parties and their respective shareholders, members, managers, directors, officers, employees and agents (collectively, the “Indemnified Parties”) harmless against and in respect of any and all damages, losses, penalties, liabilities, costs and expenses (including, without limitation, all fines, interest, reasonable and actual legal fees and expenses and amounts paid in settlement), that arise from or relate or are attributable to (and without giving effect to any tax benefit to the Indemnified Party) (a) any misrepresentation by such Indemnifying Party or breach of any representation or warranty by such Indemnifying Party in this Agreement; or (b) any breach of any covenant or agreement on the part of such Indemnifying Party in this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall a Party be liable for punitive, consequential, incidental, indirect or special damages of any kind or nature, or any diminution in value in any action arising from this Agreement, regardless of the form of action through which such damages are sought including any claim for indemnity under this Section 4.2.

4.3 Notice to Indemnitor; Right of Parties to Defend. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an Indemnifying Party (the “Indemnitor”) under this Article IV, an Indemnified Party (the “Indemnitee”) shall notify the Indemnitor in writing of such claim. The Indemnitor shall have the right to assume the control and defense of any such action (including, but without limitation, tax audits), provided that the Indemnitee may participate in the defense of such action subject to the Indemnitor’s reasonable direction and at Indemnitee’s sole cost and expense. The Party contesting any such claim shall be furnished all reasonable assistance in connection therewith by the other Party and be given full access to all information relevant thereto. In no event shall any such claim be settled without the Indemnitor’s consent.

ARTICLE V

MISCELLANEOUS

5.1 Fees and Expenses. Each Party shall bear its respective out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated hereby (including all fees and out-of-pocket costs and expenses of the Purchaser’s legal and financial advisors).

5.2 Entire Agreement; Amendments. This Agreement, together with the Exhibits hereto, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

5.3 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given to the Party to be notified by personal delivery; or (b) by nationally recognized overnight courier and shall be effective upon receipt. Any notice hereunder shall be addressed as follows:

	If to the Company, to:		4045 Sheridan Avenue, Suite 2309
			Miami Beach, FL 33140
			Attention: CEO

	If to the Purchaser, to:		the address set forth under their respective names on the signature page hereto.

or such other address as may be designated in writing hereafter, in the same manner, by either Party.

5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by all the Parties; or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

5.5 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. No Party may assign this Agreement nor any of the rights or obligations hereunder without the written consent of the other Party, which consent shall not unreasonably be withheld.

5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

5.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida without regard to the principles of conflicts of law thereof. Exclusive jurisdiction for any action arising under this Agreement shall be in the U.S. federal or state court in Miami-Dade County, Florida, and the Parties hereby waive any claim or defense that such forum is not convenient or proper.

5.9 Attorneys’ Fees. In any suit, action or proceeding brought with respect to interpretation or enforcement of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party, attorneys’ fees and costs at both the trial and appellate levels.

5.10 Public Announcement; Confidentiality. Except as may be required by law, no Party shall issue any press release or otherwise publicly disclose this Agreement or the transactions contemplated hereby or any dealings between or among the Parties in connection with the subject matter hereof without the prior approval of the other Parties, which shall not be unreasonably withheld or delayed. In the event that any such press release or other public disclosure shall be required by applicable law, the Party required to issue such release or disclosure shall consult in good faith with the other Parties with respect to the form and substance of such release or disclosure prior to the public dissemination thereof.

5.11. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile, .PDF or other electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile, .PDF or other electronic transmission of the signature page were an original thereof.

5.12 Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the Parties will attempt to agree upon a valid and enforceable provision that shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

[SIGNATURES PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

THE COMPANY:

ORGANICELL REGENERATIVE MEDICINE, INC.

By:	/s/ Matthew Sinnreich
	Matthew Sinnreich, Acting Chief Executive Officer

THE PURCHASER:

SKYCREST HOLDINGS, LLC

By:	/s/ Harvey Birdman
	Name:	Harvey Birdman
	Title	MGN MEMBER

8/19/2022
Date

1930 Harrison St S-204, Hollywood, Fla. 33020
Address

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 19, 2022 (the “Effective Date”), is made by and between ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (the “Company”) and GREYT VENTURES LLC, a Delaware limited liability company (“Greyt” or the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”

RECITALS

AGREEMENT

ARTICLE I
CONSIDERATION

1.2 Payment of the Purchase Price. The Purchase Price for the Shares shall be payable by the Purchaser to the Company in full at Closing (a) by application of the $150,000 good faith deposit previously paid by the Purchaser to the Company; and (b) the balance by wire transfer in immediately available funds to such bank account as may be designated by the Company.

1.4 Board Composition at Closing. At Closing, the Company’s board of directors shall consist of six (6) directors, as follows:

Matthew Sinnreich

Ian Bothwell

Dr. Maria Mitrani

Dr. George Shapiro

Steven Jerry Glauser

Chuck Bretz

All other current members of the board of directors (Albert Mitrani, Dr. Allen Meglin and Michael Carbonara) shall have resigned at Closing. In addition, the Purchaser, together with Skycrest Holdings, LLC (“Skycrest”) shall have the Designation Right

1.5 Closing Deliveries by the Company. At Closing, the Company shall deliver (or cause to be delivered) to the Purchaser (as applicable):

(a) book entry or physical certificates in the name of the Purchaser for their respective Shares purchased hereunder;

(c) evidence in form and substance reasonably satisfactory to the Purchaser that the composition of the Company’s board of directors be comprised at Closing as provided in Section 1.4;

(d) a consulting agreement between the Company and Greyt, in the form of Exhibit B attached hereto (the “Consulting Agreement”), duly executed by the parties thereto;

(e) ten-year cashless warrants to purchase 150,000,000 Shares at an exercise price of $0.02 per share as compensation to Greyt under the Consulting Agreement, in the form of Exhibit C attached hereto (the “Warrants”, duly executed by the parties thereto;

(f) evidence in form and substance reasonably satisfactory to the Purchaser that the changes in management compensation set forth on Exhibit D attached hereto have been implemented;

(h) such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.

1.6 Closing Deliveries by the Purchaser. At Closing, the Purchaser shall deliver (or cause to be delivered) to the Company (as applicable):

(a) The balance of the Purchase Price, as provided in Section 1.2(b); and

(b) such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

(d) Capitalization; Subsidiary.

(k) Intellectual Property.

(t) Registration Rights. Except as set forth in the SEC Reports and pursuant to a Stock Purchase Agreements of even date herewith by and between the Company and each of Skycrest, Beyond 100 FZE and a third non-affiliated investor participating with Beyond 100 FZE, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

2.2 Representations, Warranties and Covenants of the Purchaser. The Purchase represents and warrants to and covenants with the Company as follows:

(b) Securities Law Representations and Covenants.

(ii) Status. The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

ARTICLE III

REGISTRATION RIGHTS AND OTHER AGREEMENTS

3.1 Registration.

(a) Within one hundred eighty (180) days of the Effective Date, the Company shall prepare and file with the SEC a Registration Statement on Form S-1 (the “Registration Statement”) covering the resale of the Shares (which for purposes of this Article IV shall also be deemed to include Shares issuable upon exercise of the Warrants issued to Greyt under its Consulting Agreement, but not the Preferred Shares) by the Purchaser. The Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective within sixty (60) days after the Registration Statement is filed, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Shares covered by such Registration Statement have been sold or are capable of public sale pursuant to Rule 144 under the Securities Act without restrictions or limitations as to volume or manner of sale (the “Effectiveness Period”).

(d) The Company shall promptly deliver to each Purchaser, without charge, as many copies of the prospectus comprising a portion of the Registration Statement, each amendment or supplement thereto as the Purchaser may reasonably request in connection with resales of the Shares by the Purchaser.

3.4 Director Designation Right. The Purchaser and Skycrest, as holders of the Preferred Shares, shall have the right, acting jointly to designate a majority of the nominees to be elected to the Company’s board of directors at each annual meeting of the Company’s stockholders (“Designation Right”). The Designation Right and the Company’s obligations under this Section 3.4, shall expire at such time as the Preferred Shares are no longer outstanding.

ARTICLE IV

INDEMNIFICATION

ARTICLE V

MISCELLANEOUS

	If to the Company, to:		4045 Sheridan Avenue, Suite 2309
			Miami Beach, FL 33140
			Attention: CEO

	If to the Purchaser, to:		the address set forth under their respective names on the signature page hereto.

or such other address as may be designated in writing hereafter, in the same manner, by either Party.

5.5 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

[SIGNATURES PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

THE COMPANY:

ORGANICELL REGENERATIVE MEDICINE, INC.

By:	/s/ Matthew Sinnreich
	Matthew Sinnreich, Acting Chief Executive Officer

THE PURCHASER:

GREYT VENTURES LLC

By:	/s/ Wendy Grey
	Name:	Wendy Grey
	Title	Managing Member

8/19/2022
Date

21201 NE 38th Avenue, Aventura FL 33180
Address

Exhibit 10.3

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 19, 2022 (the “Effective Date”), is made by and among ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (the “Company”) and BEYOND 100 FZE, a Dubai corporation (“Beyond 100” or the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS the Company wishes to sell to the Purchaser 50,000,000 shares of the Company’s common stock, $0.001 (the “Shares”) and the Purchaser wish to purchase the Shares from the Company, all on and subject to the terms and conditions set forth herein; and

WHEREAS the Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration pursuant to Section 4(a)2 of and Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

AGREEMENT

ARTICLE I

CONSIDERATION

1.1 Sale and Purchase of Shares. On and subject to the terms and conditions set forth in this Agreement, at Closing (as hereinafter defined), the Company and shall sell the Shares to the Purchaser and the Purchaser shall purchase and acquire their respective Shares from the Company at a purchase price of US$0.02 per Share (the “Purchase Price”).

1.2 Payment of the Purchase Price. The Purchase Price for the Shares shall be payable by the Purchaser to the Company in full at Closing (a) by application of the good faith deposit previously paid by the Purchaser to the Company in the amount of US$300,000; and (b) the balance by wire transfer in immediately available funds to such bank account as may be designated by the Company.

1.3 Closing. The closing of the purchase and sale of the Shares provided for in this Agreement (the “Closing”) shall be consummated by electronic or other exchange of documents contemporaneously with the execution of this Agreement on the Effective Date. It shall be a condition of such Closing that the Shares purchased by the Purchaser shall close simultaneously with the purchase of Common Shares and newly-issued shares of the Company’s Preferred Stock (the “Preferred Shares”) of the Company by Skycrest Holdings, LLC and Greyt Ventures LLC pursuant to a separate Securities Purchase Agreement of even date herewith (the “Skycrest/Greyt SPA”). The Preferred Shares are being issued to Skycrest Holdings, LLC and Greyt Ventures for the purpose of granting them majority stockholder voting rights.

1.4 Board Appointment; Purchase of Additional Shares.

(a) At Closing, Dr. Bhupendra Kumar Modi and Gurvinder Pal Singh will be appointed to the Company’s Board of Directors and Dr. Modi will be appointed Chair of the Board of Directors.

(b) If on September 15, 2022, a second investor satisfactory to the Company, has not agreed to participate with the Purchaser in the investment in the Company by consummating the purchase of 50,000,000 additional Shares at a purchase price of $0.02 per Share pursuant to a Stock Purchase Agreement of similar like and tenor to this Agreement and to be paid for from the Advance provided in Section 1.6(b), then the Purchaser shall consummate the purchase of such additional Shares on the foregoing terms effective September 15, 2022 from the Advance provided in Section 1.6(b).

1.5 Closing Deliveries by the Company. At Closing, the Company shall deliver (or cause to be delivered) to the Purchaser (as applicable):

(a) book entry certificates in the name of the Purchaser for their respective Shares purchased hereunder;

(b) evidence in form and substance reasonably satisfactory to the Purchaser that the composition of the Company’s board of directors be comprised at Closing as provided in Section 1.4;

(c) evidence in form and substance reasonably satisfactory to the Purchaser that the changes in management compensation set forth on Exhibit A attached hereto have been implemented;

(d) a copy of the minutes of meeting or written consent duly executed by each director of the Company, providing the valid adoption of resolutions of the Company’s board of directors approving this Agreement and each other transaction agreement provided for in this Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby; and

(e) such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.

1.6 Closing Deliveries by the Purchaser. At Closing, the Purchaser shall deliver (or cause to be delivered) to the Company (as applicable):

(a) The balance of the Purchase Price, as provided in Section 1.2(b);

(b) The payment of an advance of $1,000,000 (the “Advance”) to the Company to be sent by the Purchaser’s affiliate by Monday August 22, 2022, which is to be used towards the Purchase Price of the 50,000,000 additional Shares referred to in Section 1.4(b); and

(c) such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

2.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports (as hereinafter defined), which shall be deemed a part hereof, the Company hereby makes the following representations and warranties to the Purchaser:

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into, and to consummate the transactions contemplated by this Agreement, and the other transaction agreements to which it is a party (collectively, the “Transaction Agreements”), and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement, and the other Transaction Agreements to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company or its stockholders in connection therewith. This Agreement and the other Transaction Agreements to which the Company is a party have been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. The Company is not in violation of any of the provisions of its Articles of Incorporation or bylaws (each as amended through the date hereof).

(d) Capitalization; Subsidiary.

(i) As of the date of this Agreement, the authorized capital stock of the Company consists of 2,500,000,000 shares of Common Stock, par value US$0.001 and 10,000,000 shares of Preferred Stock, par value US$0.001. No shares of capital stock of the Company are entitled to preemptive or similar rights, nor is any holder of capital stock of the Company entitled to statutory preemptive or similar rights arising out of any agreement or understanding with the Company.

(iii) Except as set forth in the SEC Reports or Schedule 1 hereto, there are no outstanding options, warrants, rights (including conversion and rights of first refusal and similar rights) to subscribe to, calls, or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire any shares of capital stock of the Company, or contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, or securities or rights convertible or exchangeable into shares of capital stock of the Company. The issue and sale of the Shares will not obligate the Company to issue Common Stock or other securities to any person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

(e) Issuance of the Shares. The Shares are duly authorized, and when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, and free and clear of all liens, encumbrances, and rights of first refusal of any kind (collectively, “Liens”). Based in part upon the representations of the Purchaser set forth in Section 2.2 of this Agreement, (i) the Shares will be issued in compliance with all applicable federal and state securities laws; and (ii) no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser under this Agreement.

(f) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s Articles of Incorporation or bylaws (each as amended through the date hereof); (ii) conflict with, or constitute a default (or an event which with notice or lapse of time, or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time, or both) of, any agreement, credit facility, indenture or instrument (evidencing a Company debt or otherwise) to which the Company is a party or by which any property or asset of the Company is bound or affected; (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, or (iv) conflict with, or result in or constitute any violation of, or result in the termination, suspension or revocation of, any Authorization (as hereinafter defined) applicable to the Company, or to any of their respective properties or assets, or to any of the Shares, or result in any other impairment of the rights of the holder of any such Authorization, except in the case of each of clauses (ii), (iii) and (iv), as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The business of the Company is conducted in compliance in all material respects with all laws, ordinances, or regulations of any governmental authority. As used herein, “Authorization” means any registration (including any registration under the Securities Act) or filing with, or any notification to, or any approval, permission, consent, ratification, waiver, authorization, order, finding of suitability, permit, license, franchise, exemption, certification or similar instrument or document of or from, any U.S. court, arbitral tribunal, arbitrator, administrative or regulatory agency or commission or other governmental or regulatory authority, agency or governing body, domestic or foreign, including without limitation any trading market (each, a “Governmental Entity”), or any other person, or under any statute, law, ordinance, rule, regulation or agency requirement of any Governmental Entity,

(h) Litigation; Proceedings. Except as set forth in the SEC Reports and on Schedule 2, there is no action, suit, inquiries, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency, or regulatory authority (U.S. federal, state, county, local or foreign), which if adversely determined, could reasonably be expect to have a Material Adverse Effect nor is the Company aware of any reasonable basis therefor. Neither the Company nor to the Company’s knowledge, any of its officers, directors or any of its employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate, which if adversely determined, could reasonably be expected to have a Material Adverse Effect. The foregoing includes, without limitation, actions, suits, proceedings, or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information, or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

(j) Brokers Fees. No fees or commissions will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank, or other person, with respect to the transactions contemplated by this Agreement.

(k) Intellectual Property.

(i) The Company owns or possesses sufficient legal rights to its respective Intellectual Property (as defined below) necessary for its business as now conducted and as presently proposed to be conducted. To the knowledge of the Company, all such Intellectual Property rights are enforceable and there is no existing infringement by another person of any of the Intellectual Property rights of the Company. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person. For purposes of this Agreement, “Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, mask works, technology, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing (and all goodwill associated therewith), and any and all such cases that are necessary, owned or used by the Company or the Subsidiary in the conduct of its respective businesses as now conducted and as presently proposed to be conducted.

(l) Regulatory Permits. The Company possesses all material certificates, authorizations and permits issued by the appropriate U.S. federal, state, or foreign regulatory authorities materially necessary to conduct its business (“Permits”) and the Company has not received any notice of proceedings relating to the revocation or modification of any Permit.

(m) Insurance. Except with respect to Directors’ and Officers’ insurance, which the Company does not currently maintain, the Company is insured by insurers of recognized financial responsibility against such losses and risks, and in such amounts as are prudent and customary in the businesses in which the Company is engaged in their locality. The Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

(n) Title. The Company does not own any real property in fee simple. The Company have good and marketable title to all personal property owned by it that is material to its business, free and clear of all Liens, except for Liens that do not materially affect the value of such real or personal property and do not interfere with the use made and proposed to be made of such real or personal property by the Company. Any real property and facilities held under lease by the Company is held by them under valid, subsisting, and enforceable leases of which the Company is in material compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

(p) Material Changes. Since the date of the latest audited Financial Statements included within the SEC Reports, and as disclosed in any subsequently filed SEC Report,, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice; and (B) liabilities that would not be required to be reflected in the Company’s financial statements pursuant to GAAP or that would not be required to be disclosed in filings made with the SEC; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; and (v) the Company has not issued any equity securities. The Company does not have pending before the SEC any request for confidential treatment of information.

(s) Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to the certifying officers by others within those entities. To the Company’s knowledge, except as set forth in its most recently filed Annual Report on Form 10-K (the “2021 Form 10-K”), there are no material weaknesses in the Company’s internal control over financial reporting. Since the filing of the Company’s 2021 Form 10-K, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in Item 308(c) of Regulations S-K under the Exchange Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reporting.

(t) Registration Rights. Except as set forth in the SEC Reports and pursuant to the Skycrest/Greyt SPS, no person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(u) Investment Company. The Company is not, and after giving effect to the sale of the Shares and the application of the net proceeds therefrom, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.2 Representations, Warranties and Covenants of the Purchaser. The Purchaser hereby represents and warrants to and covenants with the Company as follows:

(a) Organization and Good Standing. The Purchaser is duly incorporated, formed, or organized, validly existing and in good standing under the laws of the State or jurisdiction of its incorporation, formation, or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

(b) Authorization; Enforcement. The Purchaser has all necessary power and authority (corporate or otherwise) to execute and deliver this Agreement, and the other Transaction Agreements to which it is a party, and to carry out their respective provisions. All action on the Purchaser’s part required for the lawful execution and delivery of this Agreement, and the other Transaction Agreements to which it is a party has been taken. Upon its execution and delivery, this Agreement, and the other Transaction Agreements to which it is a party will be valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors’ rights; and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(ii) Status. The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(v) Access to Information. The Purchaser acknowledges that he, she or it has been afforded (i) the opportunity to ask such questions as Purchaser has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the issuance of the Shares and the merits and risks of investing in the Company; (ii) access to publicly available information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable the Purchaser to evaluate the investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information contained herein.

(d) Legends. The Purchaser understands that the certificates evidencing the Shares will bear the following or similar legends for as long as required by the Securities Act and applicable state securities laws:

ARTICLE III
REGISTRATION RIGHTS; AND OTHER AGREEMENTS

3.1 Registration.

(a) Within one hundred eighty (180) days of the Effective Date, the Company shall prepare and file with the SEC a Registration Statement on Form S-1 (the “Registration Statement”) covering the resale of the Shares (by the Purchaser. The Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective within sixty (60) days after the Registration Statement is filed, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Shares covered by such Registration Statement have been sold or are capable of public sale pursuant to Rule 144 under the Securities Act without restrictions or limitations as to volume or manner of sale (the “Effectiveness Period”).

(b) The Company shall notify the Purchaser, which notice shall, pursuant to clauses (iii) through (iv) hereof, be accompanied by an instruction to suspend the use of the Registration Statement until the requisite changes have been made and which notice shall be made by public dissemination of information (by filing a Current Report on Form 8-K or otherwise) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one trading day prior to such filing) and (if requested by the Purchaser) confirm such notice in writing no later than one trading day following the day (i)(A) when a Registration Statement or any supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or for additional information; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering the Shares or the initiation of any proceedings for that purpose; and (iv) any statement made in a Registration Statement or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement or other documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.2 Registration Expenses. All fees and expenses incident to the performance of or compliance with the registration rights under this Agreement by the Company shall be borne by the Company whether or not any Shares are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading); (ii) fees and disbursements of counsel for the Company; (iii) fees and disbursements of the Company’s accountants and Independent Registered Public Accounting Firm; and (iv) fees and expenses of all other persons retained by the Company in connection with its obligations under this Article III. In no event shall the Company be responsible for any broker or similar commissions of the Purchaser or any legal fees or other costs of the Purchaser.

3.3 Transaction Disclosure; Notices. The Company shall, by 8:30 a.m. Eastern time on the Business Day following the Effective Date, file a Current Report on Form 8-K, reasonably acceptable to Purchaser, disclosing the transactions contemplated by this Agreement and make such other filings and notices in the manner and time required by the SEC.

3.4 Right of First Refusal.

(a) If, at any time within eighteen (18) months after Closing, the Company or any of its subsidiaries, receives a bona fide offer or proposal from or reaches an agreement in principal with a third party to enter into an exclusive arrangement providing for manufacturing, distributing, licensing, and commercializing any of its existing and/or future products and services to be manufactured, licensed and/or distributed by the Company or any of its subsidiaries in India (the “Transaction”), and the Company desires to accept such proposal or enter into such agreement in its sole discretion (the “Third-Party Offer”), then the Company will provide prompt, written notice of such Third-Party Offer to Beyond 100 (the “Offer Notice”) of the identity of all proposed parties to the transaction proposed in the Third-Party Offer and the material financial and other terms and conditions of such Third-Party Offer (the “Material Terms”). Each Offer Notice constitutes an offer made by the Company to enter into an agreement with Beyond 100 on the same Material Terms of such Third-Party Offer.

(b) Beyond 100 shall have a period of fifteen (15) days after its receipt of the applicable Offer Notice (the “Exercise Period”) in which to elect to match the Third-Party Offer for the transaction proposed by in the Offer Notice (the “Proposed Transaction”) by delivering to the Company its written acceptance of the applicable Material Terms for the Proposed Transaction; provided, however, that the Company is not required to accept any non-financial terms or conditions contained in any Material Terms that cannot reasonably be fulfilled by the Company as readily as by any other individual or entity (e.g., an agreement conditioned upon the services of a particular individual or the supply of a product exclusively under the control of the third-party offeror).

(c) If, by the expiration of the Exercise Period, Beyond 100 has not elected to match the Third Party Offer for the Proposed Transaction, then the Company or its subsidiary, as applicable, shall have a period of ninety (90) days following the expiration of the Exercise Period in which to consummate any Proposed Transaction with the identified third party that produced the Third-Party Offer; provided that the Proposed Transaction is closed in accordance with the Material Terms that are the same or no more favorable to such third party as the Material Terms set forth in the Offer Notice. If the Proposed Transaction is not consummated within such ninety (90) day period, the terms and conditions of this Section will again apply and neither the Company nor any of its subsidiaries shall enter into any such transaction without affording Beyond 100 the right of first refusal for to any such transaction on the terms and conditions of this Section 3.4.

ARTICLE IV

INDEMNIFICATION

4.2 Indemnity. Each Party (an “Indemnifying Party”) shall indemnify each other Party and hold such other Parties and their respective shareholders, members, managers, directors, officers, employees and agents (collectively, the “Indemnified Parties”) harmless against and in respect of any and all damages, losses, penalties, liabilities, costs and expenses (including, without limitation, all fines, interest, reasonable and actual legal fees and expenses and amounts paid in settlement), that arise from or relate or are attributable to (and without giving effect to any tax benefit to the Indemnified Party) (a) any misrepresentation by such Indemnifying Party or breach of any representation or warranty by such Indemnifying Party in this Agreement; or (b) any breach of any covenant or agreement on the part of such Indemnifying Party in this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall a Party be liable for punitive, consequential, incidental, indirect or special damages of any kind or nature, or any diminution in value in any action arising from this Agreement, regardless of the form of action through which such damages are sought including any claim for indemnity under this Section 4.2.

4.3 Notice to Indemnitor; Right of Parties to Defend. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an Indemnifying Party (the “Indemnitor”) under this Article IV, an Indemnified Party (the “Indemnitee”) shall notify the Indemnitor in writing of such claim. The Indemnitor shall have the right to assume the control and defense of any such action (including, but without limitation, tax audits), provided that the Indemnitee may participate in the defense of such action subject to the Indemnitor’s reasonable direction and at Indemnitee’s sole cost and expense. The Party contesting any such claim shall be furnished all reasonable assistance in connection therewith by the other Party and be given full access to all information relevant thereto. In no event shall any such claim be settled without the Indemnitor’s consent.

ARTICLE V

MISCELLANEOUS

5.2 Entire Agreement; Amendments. This Agreement, together with the Exhibits hereto, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.

5.3 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given to the Party to be notified by personal delivery; or (b) by nationally recognized overnight courier and shall be effective upon receipt. Any notice hereunder shall be addressed as follows:

If to the Company, to:

4045 Sheridan Avenue, Suite 2309
Miami Beach, FL 33140

Attention: CEO

If to the Purchaser, to:

the address set forth under their respective names on the signature page hereto.

or such other address as may be designated in writing hereafter, in the same manner, by either Party.

5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by all the Parties; or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

5.5 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

5.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida without regard to the principles of conflicts of law thereof. Exclusive jurisdiction for any action arising under this Agreement shall be in the U.S. federal or state court in Miami-Dade County, Florida, and the Parties hereby waive any claim or defense that such forum is not convenient or proper.

5.9 Attorneys’ Fees. In any suit, action or proceeding brought with respect to interpretation or enforcement of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party, attorneys’ fees and costs at both the trial and appellate levels.

5.10 Public Announcement; Confidentiality. Except as may be required by law, no Party shall issue any press release or otherwise publicly disclose this Agreement or the transactions contemplated hereby or any dealings between or among the Parties in connection with the subject matter hereof without the prior approval of the other Parties, which shall not be unreasonably withheld or delayed. In the event that any such press release or other public disclosure shall be required by applicable law, the Party required to issue such release or disclosure shall consult in good faith with the other Parties with respect to the form and substance of such release or disclosure prior to the public dissemination thereof.

5.11. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile, .PDF or other electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile, .PDF or other electronic transmission of the signature page were an original thereof.

5.12 Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the Parties will attempt to agree upon a valid and enforceable provision that shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	THE COMPANY:

	ORGANICELL REGENERATIVE MEDICINE, INC.

	By:	/s/ Ian Bothwell
		Ian Bothwell, Chief Financial Officer

	THE PURCHASER:

	BEYOND 100 FZE

	By:	/s/ Chada Anitha Reddy
		Chada Anitha Reddy, Authorized Signatory

	112 Westwood Avenue, Singapore 64826
	Address

Exhibit 10.4

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated effective as of August 19, 2022 (the “Effective Date”), is made by and among ORGANICELL REGENERATIVE MEDICINE, INC., a Nevada corporation (the “Company”) and SMART CO. HOLDING PTE. LTD., a Singapore corporation (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”

RECITALS

AGREEMENT

ARTICLE I

CONSIDERATION

1.2 Payment of the Purchase Price. The Purchase Price for the Shares shall be payable by the Purchaser to the Company in full at Closing (by wire transfer in immediately available funds to such bank account as may be designated by the Company.

1.4 Board Appointment. At Closing, Dr. Bhupendra Kumar Modi and Gurvinder Pal Singh will be appointed to the Company’s Board of Directors and Dr. Modi will be appointed Chair of the Board of Directors.