Exhibit 10.7


 





RENOVACARE, INC. EXECUTIVE SERVICES  CONSULTING AGREEMENT This Executive Services Consulting  Agreement (this "Agreement") is dated August 15,   2019,  by  and between  RenovaCare,  Inc.,  a  Nevada  corporation  (the  "Company''),  and  Robin   Robinson, Ph . D.,  an  individual  having  his  place  of  business  at  20419  Peach  Tree  Road,   Dickerson,  MD  20842 ("Consultant"). Recitals: A. The  Company  wishes  to  engage  Consultant to  provide  consulting  services  on  the terms set forth on Exhibit A, attached hereto and incorporated herein in full (collectively, the  "Services"), and Consultant is willing to provide the Services on such terms; and B. Since  the  introduction  of  the  parties there  have  been  various  discussions,  negotiations,  understandings and  agreements between them relating to the terms  and  conditions  of the Services and, correspondingly, that it is their intention by the terms and conditions of this  Agreement  to  hereby  replace,  in  their  entirety, all  such  prior  agreements, discussions,   negotiations  and  understandings  with  respect  to the  Services  to  be  provided,  all  in  accordance   with the terms and conditions of this Agreement. Accordingly, the Company and the Consultant agree as follows: I. Consulting  Relationship. During  the  term  of  this  Agreement,  Consultant  will  provide  consulting  Services  to the  Company  as  described  in Exhibit  A hereto.  Consultant  represents  that  Consultant  is  duly  licensed (as applicable)  and  has  the qualifications, the  experience  and  the  ability  to  properly  perform  the Services. 2. Fees  and  Benefits. As  consideration  for  the  Services  to  be  provided  by  Consultant  and  other  obligations,  the  Company  shall  pay  to  Consultant  the amounts  specified in  Exhibit  B  attached  hereto and incorporated herein in full, at the times specified therein . Consultant acknowledges and agrees that Consultant shall have only such benefits as are specified in Exhibit  B hereto. 3. Exn.mm - Consultant shall  not  be  authorized to  incur  on  behalf of  the  Company  any  expenses  and  will  be  responsible  for  all  expenses  incurred  while performing  the  Services except as  expressly  specified  in  Exhibit  C hereto unless  otherwise  agreed to by  the  Company's  Chief   Executive  Officer,  Chief  Operating  Officer,  or  ChiefFinancial  Officer,  which consent  shall  be   evidenced  in writing  for  any  such  expenses  in  excess  of  $250.  As  a  condition  to  receipt of   reimbursement, Consultant shall be required to submit to the Company  reasonable evidence that   the  amount  involved  was  both reasonable  and  necessary  to the  Services  provided  under  this   Agreement. 4. Term  and Termination. Consultant  shall  serve as  a  consultant to  the Company  commencing on the Effective Date (as de.fined below) and shall cease to provide such Services   on the date that this Agreement is terminated as provided below (the "Consulting Period"): This  Agreement  shall  terminate  (i)  on  a  date  which  is  5  Business  Days'  following   the  date of  written  notice  by  either  party  to  this  Agreement  terminating  this  Agreement. or  (ii)  at   any  time by  the  mutual  written  consent  of the  Consultant  and  the  Company.  In  the  event of  such   termination,  Consultant  shall  be  paid  for  any portion  of  the  Services  that  have  been  perfonned   prior to the date of termination. For purposes of this Agreement, the term "Business Day" means   any day on  which the New York Stock Exchange is open for business. Termination off  this  Agreement  shall constitute  the  Consultant's  notice  ofresignation   from any and all directorships, officerships, or other positions held  in the Company. 5. Independent  Contractor. Consultant's  relationship with  the  Company  will  be  that  of   an  independent  contractor  and  not  thc1t  of  an employee. 6. Method  of  Provisjon of  Services .  Consultant  shall  provide  the Services primarily



    	 



    	 



    



 from his place of business in Maryland, and &om time to time, as required, in the Company's   offices in the United States and in Canada. (a) No  Authority  to  Bind  Comp..filU'.. Consultant acknowledges  and  agrees  that   Consultant  has  no  authority  to  enter  into  contracts  that  bind  the  Company or  create obligations   on the part of the Company without the prior written authorization of the Company. (b) Taxes;  Indemnification .  Consultant  shall have  full  responsibility  for  all   applicable taxes  for  all  compensation  paid  to Consultant or  its  Assistants  under  this  Agreement,   including any withholding requirements that apply to any such taxes, and for compliance with all   applicable  labor  and  employment  requirements with  respect to  Consultant's self - employment,   sole  proprietorshipor  other  form  of business  organization. Consultant  agrees to  indemnify,   defend  and  ho l d  the  Company  harmless  from  any  liability  for,  or  assessment  of,  any  claims  or   penalties or interest  with  respect  to such taxes, labor  or  employment  requirements, including  any   liability  for,  or  assessment  of,  taxes imposed  on  the  Company  by the  relevant  taxing  authorities   with  respect to  any  compensation  paid  to Consultant or  its  Assistants  or  any  liability related  to   the  withholding of  such taxes . 7. fumervision  of  Consultant's  Services .  All  of  the  services  to be  performed  by   Consultant, including  but  not  limited to  the  Services,  will  be  as  agreed  between Consultant  and   the  Company's Chief  Executive  Officer  or  Chief  Operating  Officer.  Consultant  will  be  required   to report to the Company's Chief Executive Officer or Chief Operating Officer concerning the Services  perfonned  under  this  Agreement. The  nature  and  frequency of these reports  will  be  left   to  the discretion of the Chief Operating Officer. 8. Consulting  orOther  Services  for  Com . Consultant  represents  and  warrants   that Consultant  does  not presently  perform or  intend to  perform,  during  the  term of  the   Agreement, consulting or other services for, or engage in or intend to  engage in an employment relationship  with,  companies  whose  businesses or  proposed  businesses  in  any  way involve   products  or  services which  would  be  competitive  with  the  Company's  products  or  services,  or   those products or services proposed or in development by the Company during the term of the Agreement  (except  for  those  companies, if  any, listed  on  Exhibit  C hereto).  If,  however, Consultant  decides  to  do  so,  Consultant  agrees  that, in  advance of  accepting  such  work,   Consultant  will  promptly  notify  the  Company  in  writing,  specifying  the  organization  with  which   Consultant proposes to consult,  provide services,  or  become employed  by  and  to provide   information sufficient  to allow  the  Company  to  determine  if  such  work  would  conflict  with  the   terms  ot'this  Agreement,  including  the  terms  of  the  Confidentiality  Agreement  (defined below).   the  interests  of  the  Company or further  services  which  the  Company might  request of  Consultant.   If  the Company  detennines  that  such  work conflicts  with  the  terms  of  this  Agreement,  the   Company reserves  the  right  to  terminate  this  Agreement  immediately.  Except as  provided   herein, the Services shall not be performed for the Company at the facilities of a third party or u sing  the  resources of  a  third party. 9. Confidential Information  and  Invention  AssigQment  Agreement. As  a  condition  to   the  Consultant's  engagement  pursuant  to  this  Agreement, Consultant shall  sign,  or  has  signed,  a   Confidential Information and Invention Assignment  Agreement in  the form set forth as Exhibit D hereto (the "Confidentiality Agreement"), on or  before the date Consultant begins providing  the Services . 10. Conflicts  with  this  Agreement. Consultant  represents  and  warrants that  he  is  not  under  any  pre - existing obligation  in  conflict  or  in  any  way  inconsistent  with  the  provisions of   this  Agreement. Consultant represents  and  warrants  that  Consultant's  performance  of  all  the   terms  of  this  Agreement will  not breach  any  agreement to  keep  in  confidence proprietary  information  acquired  by  Consultant  in  confidence  or  in  trust  prior to  commencement  of  this   Agreement. Consultant warrants that Consultant has the right to disclose and/or or use all ideas,  processes,  techniques  and other  information,  if  any, which  Consultant  has  gained  from  third   parties,  and  which  Consultant  discloses  to  the  Company or  uses in  the  course of performance  of   this  Agreement,  without  liability  to such third parties.  Notwithstanding  the  foregoing,   Consultant  agrees  that  Consultant shall  not bundle with  or  incorporate  into  any  deliveries   provided  to  the  Company  herewith  any  third party  products,  ideas,  processes, or  other   techniques, without  the  express, written  prior  approval of  the  Company. Consultant represents   and  warrants that  Consultant  has  not  granted  and  will  not  grant  any  rights or licenses  to any   intellectual  property  or  technology  that would conflict with  Consultant's  obligations  under  this   Agreement.  Consu l tant  will  not  knowingly  in.fringe  upon  any  copyright,  patent, trade  secret  or   other  property  right of any  former  client,  employer or third  party  in  the  performance  of  the   Services. 11. Trading  In  the  Company's  Securities .  Consultant  acknowledges  that  the  Company   is  a  U . S.  "public"  company with  its  common  stock  currently  quoted  for  trading  on  the  OTC   Markets Group Inc. Pink Sheets . As the Company's independent contractor, the Consultant



    	 



    	 



    



acknowledges that  he  may  have  access to  certain  material, non - public  information  of  the   Company  that,  if  used  in  connection with  any  transaction  in  the  Company's  securities ,  could   constitute  a  violation of  the  securitie s  laws of  the  United  States.  As  such,  the  Consultant  agrees   that he shall not engage, directly or indirectly , in any transactions in the Company's securities on   the  basis of  any  such  information ,  including ,  but not  limited  to,  providing  any  other  individual   with such information. Additionally, the Consultant acknowledges and agrees that in order to sell   any  Company  s ecurities  he  owns  he  may  be  required  to  enter  into  an  insider trading  plan  that   complies with  the  requirements  of,  among others ,  Rule  IOb - 1 of  the  Securities  Act.  Without   limiting  the  foregoing ,  the  Consultant  agrees  that  during  the  term  of this  Agreement  he  will not,   and  will  not  direct any  broker,  dealeror  other  individual  on his  behalf,  to  engage  in  any   transactions related to the Company' s securities except in compliance with applicable laws. 12. Miscellaneous . ( a ) Entire  Agreement. This  Agreement  sets  forth the  entire  agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneou s di s cus s ion s , understandings and agreements, whether oral or written, between them relating to the subject matter hereof . (b) Further assurances. The Parties will from time to time after the execution  of  this  Agreement  make,  do ,  execute or  cau s e  or permit  to  be  made ,  done or   executed,  all  such further  and  other  acts,  deeds,  things,  devices and  assurances  in  law   whatsoever as may be required to carry out the true intention and to give full force and   effect  to  this Agreement. ( c ) Amendments and  Waivers . No  modification  of or amendment to this Agreement,  nor any  waiver  of  any  rights under this  Agreement ,  shall  be  effective  unless  in   writing  signed  by  the  parties  to  this  Agreement.  No  delay or  failure to require performance  of   any provision of this Agreement shall constitute a wai v er of that provision as to that or any other   instance. (d) Successors  and  Assigns . Except as  otherwise  provided  in  this   Agreement,  thi s  Agreement,  and  the  rights  and  o bligationsof  the  parties  hereunder,  will  be   binding upon  and  inure to  the  benefit of  their re s pective  successors, assigns,  heirs,  executors ,  administrators  and  legal  representatives.  The  Company may  a s sign  any  of  it s  rights  and   obligations under  this  Agreement.  No  other  party to  this  Agreement  may  assign, whether  voluntarily or by operation of law , any of its rights and  obli g ations under this Agreemen , t except   with  the prior  written  consent of  the Company. (e) Notices. Any  notice,  demand  or request  required or permitted to be   given  under  this  Agre e ment  s hall  be  in  writing  and shall  be  deemed  sufficient  when   delivered  personally or  by overnight  courier or  s ent  by  email,  or  48  hours after  being   deposited  in  the  U.S.  mail as  certified  or  registered  mail  with  postage  prepaid ,  addressed  to the party to be notified  at such party's address as set forth on the signature page to thi s  Agreement,  as  subsequently  modified  by  written notice ,  or  if  no  addre s s i s  specified  on   the  s ignature  page,  at  the  mo s t  recent addre s s  set  forth  in  the  Company 's  book s  and   records. (t) SeverabilitY, . If one or more provisions of this Agreement are held to   be_unenforceable  under  applicable  law ,  the  parties  agree to  renegotiate  such  provision  in  good   faith. In the  event  that the parties  cannot reach a  mutually agreeable  and  enforceable   replacement  for  such  provision,  then  (i)  such  provision shall  be  excluded  from  thi s Agreement, (ii) the balance of the Agreement shall be interpreted as if such provi s ion were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. (g) Construction. This  Agreement  i s  the  re s ult  of  n e gotiations   between and has been r e viewed b y each of the parties hereto and their respective counsel ,  if any ; accordingly , this Agreement shall be deemed to be the product of all of the parties   hereto,  and  no  ambiguity  s hall  be  con s trued  in  favor of or  against any  one  of  the  parties   hereto .



    	 



    	 



    



(h) Counterparts. This  Agreement  may be  executed  in  any  number of counterparts, each of which when so executed and delivered shall be deemed an original,   and  all  of which  together  shall  constitute  on e  and  the  same  agreement.  Execution of  a   facsimile or scanned copy  will have the same force and effect as  execution of an original,   and a facsimile or scanned signature will be deemed an original and valid signature. (i) Electronic  Delivery. The Company  may ,  in  its  sole  discretion ,  decide   to deliver any documents related to this Agreement or any notices required by applicable law or   the  Company's  Certificate  of  Incorporation or  Bylaws  by  email or  any  other  electronic means.   Consultant hereby  consents to  (i)  conduct  business  electronically  (ii)  receive  s uch  documents   and  notices  by  such  electronic delivery  and  (iii)  sign  documents  electronically  and  agrees  to   participate  through  an  on - line or  electronic  system  established  and  maintained  by  the Company   or a third  party  designated  by  the  Company. G ) Currencr. .  Unless  otherwise  stipulated,  all  payments  required to be made  pursuant  to the provisions of  this  Agreement and  all  money amount  references   contained  herein  are in  lawful  currency  of  the  United States. (k) Voluntary  Execution. Consultant certifies  and  acknowledges tha t Consultant  has  carefully  read  all  of  the  provisions of  this  Agreement,  that  Consultant   understands and has voluntarily accepted such provisions ,  and that Consultant will fully   and  faithfully comply  with  such provisions. (1) Public  Comment. The  Consultant,  during  the  Consulting  Period and  at  all  times  thereafter ,  s hall not make  any derogatory  comment  con c erning  the   Company  or  any  of  its  current  or former  directors,  officers ,  stockholders  or  employees.   Similarly, the  then current  (i)  members of  the  Board  and (ii) members  of the Company's   senior  management  shall  not  make  any  derogatory  comment  concerning the Consultant.   Notwithstanding  anything to  the  contrary  herein,  the  Consultant  understands  that  nothing   in  this  Agreement restricts  or prohibits  the  Consultant  from  initiating  communications   directly  with,  responding  to  any  inquirie s  from,  providing  testimony  before ,  providing   confidential  information  to ,  reporting possible  violations of law or  regulation to ,  or from   filing  a  claim  or  assisting  with  an  investigation  directly  with  a  self - regulatory authority  or   a government agency or  entity (collectively,  "Government  Agencies"),  or  from  making   other  disclosures  that  are  protected  under  the  whistleblower  provisions of  state  or  federal   law or regulation, and pursuant to 18 USC † 1833(b), an individual may not be held liable   under any criminal or civil federal or state trade secret law for disclosure of a  trade secret: (i)  made  in  confidence to  a  government  official,  either  directly  or  indirectly,  or to an   attorney,  solely  for  the  purpose  of  reporting  or  investigating  a  suspected  violation of  law  or  (ii)  in  a  complaint  or  other  document  filed in  a law s uit or  other  proceeding,  if  such   filing  is  made  under  seal.  Additionally,  an individual  suing  an  entity  for  retaliation  based   on  the  reporting of a  suspected  violation of  law may  disclose  a trade  secret  to the   individual's attorney  and  use  the  trade secret  information in the  court  proceeding ,  so long   as any document containing the trade secret is filed under seal and the individual does not   disclose  the  trade  secret  except pursuant  to  court  order.  Nothing  in  this  Agreement  is   intended to conflict  with  18  USC † 1833(b) or create  liability  for  disclosures of trade   secrets  that  are  expressly  allowed  by 18  USC † 1833(b). ( m ) Advice  of  Counsel. CONSULTANT  ACKNOWLEDGES IBA T , IN  EXECUTING  TIIIS  AGREEMENT ,  CONSULTANT  HAS  HAD  TilE   OPPORTIJNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND CONSULTANT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF TIIlS AGREEMENT . rms AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF . (n) Effective  Date. Regardless  of  the  date  on  which  this Agreement  is   executed by the parties hereto, the effective date of this Agreement  is August 15, 2019. (o) Non - Competition,  Non - Competition  and  Non - Solicitation  and   Non - Circumvention .



    	 



    	 



    



 (i) Non  - Competition. Except  as  authorized  by the  Company's  Board  of  Directors,  during the  Consulting  Period  and  for  a  period  of  twelve  (12)  months   thereafter,  the  Consultant will  not  (except  as  an  officer,  director ,  stockholder,  employee, agent  or  consultant of  the Company  or  any  subsidiary  or  affiliate  thereof)  either  directly  or  indirectly, whether or not for consideration, (i) in any way, directly or indirectly , solicit, divert, or take away   the business of any person who is or was a c ustomer of  the Company, or in any manner influence   such  person  to  cease  doing business  in  part  or  in  whole  with  Company;  (ii)  engage  in  a   Competing  Business;  or  (iii)  except  for  investments  or  ownership  in  public  entities ,  mutual  funds   and similar investments,  none of  which constitute more than 5% of the ownership (provided such   ownership  interest is  acquired  solely  for  investment  purposes)  or  control  of  such  entities,  own,   operate,  control,  finance,  manage,  advise,  be  employed by  or  engaged  by, perform  any  services   for,  invest  or otherwise  become  associated  in  any  capacity  with  any  person  engaged  in  a   Competing  Business;  or  (iv)  engage  in  any  practice  the  purpose  or  effect  of  which  is  to   intentionally  evade  the  provisions  of  this  covenant.  For  purposes  of  this  section,  "Competing   Business"  means  any  company or business  which  is  engaged  directly or  indirectly  in  any   Company  Business  carried  on  or  planned to  be  carried  on  (if  such  plans  were  developed  the  term   of  the  Relationship)  by  the  Company;  and  "C ompany  Business"  means  the  Company's  business   activities  and  operations as  conducted  during the  term  of  the  Relationship  and  all  products   conceived,  planned, researched, developed, tested,  manufactured ,  sold,  licensed, leased or   otherwise  distributed  or  put  into  use  by  the  Company,  together  with  all services provided  or   planned by the Company, during your relationship with the Company. (ii) Non - Solicitation  and  Non - Circumvention.  For  a  period  of  twelve  (12)  months  following  the  termination of  the  Consulting  Period,  the  Consultant  will  not  directly  or  indirectly,  whether  for  your  account  or  for  the  account of  any  other  individual  or  entity,  solicit  or  canvas  the  trad ,  e  business  or  patronage  of, or  sell to,  any  individuals  or entities   that  were  investors,  customers  or  employees  of  the  Company  during the  Consulting  Period,  or  prospective  customers with respect to  whom  a  s ales  effort,  presentation  or  proposal  was  made  by   the  Company  or  its  affiliates,  during  the one  year  period  prior  to  the  termination  of  the   Consulting  Period.  Without limiting  the  foregoing,  the  Consultant  shall  not, directly  or  indirectly (i) solicit, induce , enter  into any agreement with, or attempt to influence any individual who was  an employee or consultant of  the Company at any time during the Consulting Period, to terminate  his or  her  employment  relationship  with  the  Company or  to become  employed  or   engaged by the Consultant or any individual or entity by which the Consultant are employed or for  which  you are  acting  as  a  consultant  or  other  advisory  capacity,  and/or  (ii)  interfere  in  any   other way with the employment, or other relationship, of any employee of, or consultant to, the   Company. ( iii ) Jn.iunctive  Relief. The  Consultant  acknowledges  and agrees that  the  covenants  and  obligations  of  the  Consultant  set  forth  in this  Agreement  relate to  special,   unique  and  extraordinary  Services  rendered  by  the  Consultant  to  the  Company  and  that  a  violation of  any of  the  terms  of  such  covenants  and  obligations  will  cause  the  Company   irreparable  injury  for  which  adequate  remedies  are  not  available  at  law.  Therefore,  the  Consultant  agrees  that  the  Company  shall  be  entitled  to  seek  an  injunction,  restraining  order or   other  temporary  or  permanent  equitable  relief  (without  the  requirement  to  post bond)  restraining   the  Consultant  from  committing  any  violation of  the  covenants  and  obligations contained  herein.   These injunctive remedies are cumulative and are in addition  to any other rights and remedies the   Company  may  have  at  law or  in equity . (p) Governing Law .  The  validity, interpretation, construction and performance  of  this  Agreement,  and  all  acts  and  transactions  pursuant  hereto  and the   rights and obligations of the parties hereto shall be governed, construed and interpreted in   accordance  with  the  laws  of  the  state  of  Nevada  without  giving  effect to  principles  of   conflicts oflaw. {Signature  Page Follows} SIGNATURES The parties have executed this Agreement as of the date first written above . THE COMPANY:



    	 



    	 



    



RENOVACARE, INC. By;  (Signature) Name: Jatinder (Jay) S. Bhogal   Title:  Chief  Operating Officer Address: RenovaCare, Inc. 9375 East Shea Blvd.,   Suite 107 - A Sco  ttsdale ,  AZ. 85260 Attention:  Jay  S.  Bhogal   Facsimile: 604 - 866 - 5432 Email  Address: jsbhogal@renovacareinc.com CONSULTANT: ROBIN ROBINSON,.flil1 (Signature) 20419 Peach Tree Road   Dickerson ,  :MD 20842 301 - 349 - 4035 (home) 240 - 330 - 9951 (mobile) Email: robjnsorl@comcast.net 1 EXHIBITA TO  THE  RENOVACARE,  INC. - ROBIN ROBINSON CONSULTING  AGREEMENT   DATED AUGUST  15 , 2019 **** DESCRIPTION  OF  CONSULTING SERVICES I.  Description of Duties. During the term of this Consulting Agreement, it is expected that Consultant  will serve as Vice   President,  Scientific  Affairs  and  expend about  4  hours per  week  on  behalf of  the  Company  on   matters related to the Company's scientific affairs, as follows: Interface  with  the Company's  scientific,  technology,  engineering,  regulatory, intellectual   property, and business teams on matters relevant to each team Pursue  and  arrange  for  scientific ,  technology,  government, regulatory,  and  business introductions to the Company in support of its mandate Help  identify  personnel, contractors, advisors,  and  service  providers  to  enable  improvements  and   efficiencies  in  the Company's  product  development, engineering,  clinical,  regulatory,  and   government  relations programs



    	 



    	 



    



When appropriate, provide  reports,  advice,  guidance,  and  insights  to  Company Officers,   Directors,  scientists, investors, attorneys,  and  auditors  on  matters related  to  the  Consultant's   expertise Assist  the  Company with  s trategy,tactical  execution ,  and the  preparation  and  presentation of   materials  to  key  opinion leaders,  industry influencers ,  academic  institutions ,  commercial   research  groups,  and  government agencies  in  furtherance of  the  Company's  government   relations program Consultant shall  use  Consultant's reasonable  efforts to  perform  the  Services  such  that  the  results   are  satisfactory  to  the Company. 2. Place of Services. The  Company anticipates that Consultant  will  perform  his  seivices  principally from  the   Consultant's offices  located  in  Dickerson , MD. 3. Code of Ethics. Consultant agrees to abide by the Code of Ethic s and Business Conduct, a copy of which is   attached as Appendix 1 to this Exhibit A hereto. 1 APPENDIX  1  TO EXHIBIT A TO  THE  RENOVACARE,  INC. - ROBINROBINSON   CONSULTING AGREEMENT DATED AUGUST  15, 2019 CODE  OF  CORPORATE  GOVERNANCE  AND ETHICS This Employee Code of Corporate Governance and Ethics applies to all employees, officers and directors of RenovaCare Technologies , Inc . , its subsidiaries and affiliates (collectively , "RenovaCare" or the "ComDfil!Y . ") RenovaCare i s proud of its reputation for integrity and h o nesty and is c ommitted to these core values . Personal responsibility is at the core of the Company's principle s and culture . RenovaCare's reputation depends on you maintaining the highest s tandard s of conduct in all business endeavors . You have a personal responsibility to protect this reputation, to "do the right thing," and to act with honesty and integrity in all dealings with customers, business partners and each other . You should not take unfair advantage of anyone through manipulation , concealment , abuse of privileged information, misrepresentation of material facts, or any other unfair - dealing practice . The principles set forth in this document describe how you should conduct yourself . This Code does not address every expectation or condition regarding proper and ethical business conduct Good common sense is your best guide . It does not substitute for Company policies and procedures . In every bu s iness - relatedendeavo , r you must foll o w the ethics and compliance principles set forth in this Code as well as all other applicable corporate policies and procedures . You are accountable for reading, understanding and adhering to this Code . Further, compliance with all laws, rule s and regulations related to Company activitie s is mandatory and your conduct must be such as to avoid even the appearance o f impropriety . Failure to so comply could re s ult in disciplinary action, up to and including termination of employment .



    	 



    	 



    



If you are uncertain about what to do, refer to the relevant section of this Code . If you are still unsure, speak with your supervisor or, if you prefer, a member of the Company's Corporate Ethics and Compliance Committee, if any . In  the Workplace RenovaCare is committed to providing a diverse and inclusive work environment, free of all forms of unlawful discrimination, including any type of harassment . Respect The Company's greatest strength lies in the talent and ability of its associates . Since working in partnership is vital to RenovaCare's continued success, mutual respect must be the basis for all work relationships . Engaging in behavior that ridicules, belittles, intimidates, threatens or demeans, affects productivity, can negatively impact the Company's reputation and may violate the law . You are expected to treat others with the same respect and dignity that any reasonable person may wish to receive, creating a work environment that is inclusive, supportive and free of harassment and unlawful discrimination . Equal Employment Opportunity The talents and skills needed to conduct business successfully are not limited to any particular group of people . RenovaCare has a long - standing commitment to a meaningful policy of equal employment opportunity . The Company's policy is to ensure equal employment and advancement opportunity for all qualified individuals without distinction or discrimination because of race, color, religion, gender, sexual orientation, gender identity, age, national origin, disability, covered veteran status, marital status or any other unlawful basis . As part of this commitment, RenovaCare will make reasonable accommodations for applicants and qualified employees. Sexual Harassment and Other Discriminatory Harassment Sexual harassment and other discriminatory harassment are illegal and violate Company policies . Actions or words of a sexual nature that harass or intimidate others are prohibited . Similarly, actions or words that harass or intimidate based on race, color, religion, gender, sexual orientation, gender identity, age, national origin, disability, covered veteran status, marital status or any other unlawful basis are also prohibited . Corporate Governance Certification Program The responsibility for maintaining the Company's reputation for integrity and compliance rests in large measure on associates who guide its operations and others in particularly sensitive positions . The Corporate Governance Certification Program is designed to have you affirm your compliance with the standards contained in this Code and to help identify situations that may in fact, or in appearance, involve conflicts of interest or other improper conduct . If you are required to complete or update a Corporate Governance Certificate, you must do so in a timely and forthright manner with accurate responses . Above all, you must remember that any act that gives the appearance of being improper can damage RenovaCare's reputation and impair the public's confidence in the Company . All such acts must be avoided . You must acknowledge that you have read and understand this Employee Code of Corporate Governance and Ethics . Conflicts of Interest Company policy prohibits conflicts of interest . A "conflict of interest" occurs when your private interest interferes in any way with the interests of RenovaCare . In addition to avoiding conflicts of interest, you should also avoid even the appearance of a conflict . A conflict situation can arise when you or a member of your family takes actions or has interests that may make it difficult for you to perform your work for the Company objectively and effectively . A conflict of interest can aJso arise when you or a member of your family receives improper personal benefits as a result of your position at RenovaCare . Though it is impossible to list every activity or situation that could present a problem, certain of the more obvious ones are noted below . Corporate Opportunities You owe a duty to RenovaCare to advance its legitimate interests . You are prohibited from competing with the Company and from using corporate property, infonnation or position



    	 



    	 



    



for  personal opportunities or  gain.  You  may not  use or  offer  for  use  RenovaCare  resources (time, technology, property or information) for non - RenovaCare business. Outside Activities Officer  or  Director of  Another Business Officers and employees may not serve as a director, officer, trustee, partner or in any other principal position of another for - profit or publicly held organization or company without the prior approval of RenovaCare's Chief Executive Officer (or a designee) . Such requests for approval should be directed through the office of the Chief Compliance Officer . You should obtain approval from RenovaCare's Chief Executive Officer (or a designee) , before agreeing to serve on the board or in a principal position of a trade or professional association or of a non profit organization . In any event, these outside activities must not impact in any way your daily job responsibilities in your current position . Second Job Your first loyalty as an employee is to the Company . Because employment outside of RenovaCare could interfere with your responsibilities to RenovaCare or be detrimental to the Company, you are encouraged to discuss the situation with the Chief Executive Officer or the Chairperson of the Corporate Ethics and Compliance Committee . Communication  of Conflicts All potential and actual conflicts of interest or material transactions or relationships that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict must be disclosed . If you have any doubt about whether a conflict of interest exists after consulting this Code, you should seek as s istance from the Corporate Ethics and Compliance Committee . Compliance with Laws, Rules and Regulations You are required to comply fully with all laws, rules and regulations affecting RenovaCare's business and its conduct in business matters . Regarding international operations, it is expected that the Company will comply with the laws of the countries in which we operate . Where Company policy differs from local law or custom, you should follow the more restrictive policy . Because the laws that are applicable to the Company's businesses are often very complex and penalties for violations are severe, you should consult the Chief Executive Officer, who may direct you to our legal counsel, if you have any questions or concerns . If you suspect or become aware of a violation by an employee or the Company, it is your responsibility to report this immediately . Certain key laws are listed below . Insider Trading It is unlawful to buy or sell securities on the basis of material , non - public infonnation (whether such information is gained in the course of employment or otherwise) for Company owned or managed accounts, for personal accounts, or for any accounts that associates may influence, including, but not limited to, accounts of family members . This type of activity is known as "insider trading'' and is prohibited by sec urities laws and Company policy . Information may be material if there is a substantial likelihood that the information would affect the price of the security or that a reasonable investor would consider the information significant in deciding whether to buy or sell a security . Information is considered to be non - public if it has not been disclo se d t o the public . Generally, information is considered disclosed to the public if it has been published in newspapers or other media, has been the s ubject of a press release or a public filing with the SEC and , in all cases, at least 48 hours has passed since the publication, release or filing . Substantial penalties may be assessed against people who trade while in possession of material inside information and can also be imposed upon companies and so - called controlling persons such as officers and directors, who fail to take appropriate s teps to prevent or detect insider trading violations by their employees or subordinates . If you violate the Company's insider trading policy, sanctions imposed by law enforcement officials, as well as Company imposed sanc tions , up to and including termination of employment , could result . Antitrust



    	 



    	 



    



Antitrust laws are designed to preserve and foster free and open competition and thereby assure reasonable prices, efficient services and a productive economy . Any activity that reduces or limits free and open competition is subject to antitrust scrutiny . Deliberate or even accidental violations of these laws must not occur . For example, the Company may not agree with competitors to fix prices or terms of financial services, to designate pre - determined geographical areas where each will do business or to boycott anyone . Money Laundering Money laundering involves an attempt to conceal the true source of funds and typically takes one of two forms . There are transactions used to transform the proceeds from illicit activities into funds with an apparently legal source and there are transactions that take legitimate funds and funnel them through organizations to fund illegitimate activities, such as terrorism . Money laundering often involves complex financial transactions and encompasses many different typ e s of financial products and services . Under the existing money laundering laws of the U . S . , it is a crime if you engage knowingly in a financial transaction that involves proceeds from criminal activities or is intended to promote illegal activity . Such knowledge includes "willful blindness" to the legitimacy of the source of the funds . Severe penalties, including substantial fines and even imprisonment, can be imposed on companies and their associates for involvement in or failure to report actual or even suspicious activities relating to money laundering . Foreign  Corrupt  Practices Act The Foreign Corrupt Practices Act (FCPA) prohibits the giving or offering of money or anything of value, including gifts or services : · directly or indirectly to a foreign official, a foreign political party or an official or candidate of that party , an officer or employee of the United Nations or other public international organization or a representative of any foreign official, · for the purpose of influencing any act or decision by a foreign official, or for the purpose of persuading a foreign official to use the official's influence to affect any act or decision of a foreign government or agency or public international organization, or for the purpose of securing any improper advantage, and · to assist the Company in doing business . Toe FCPA does not prohibit any of the following: · payments of reasonable and bona fide expenses, such as travel and lodging, that are directly related to the promotion, demonstration or explanation of a product or service , so long as the payment is not for a corrupt purpose, · payments that are legal under a foreign country ' s written laws or regulations, and · "facilitating" or "expediting" payments of small value to effect routine, non - discretionary governmental action (unrelated to the process of awarding business), such as obtaining visas, arrangin g for utility hookups or the like, where the practice is usual or customary in the country concerned . While the law allows certain payment s to foreign officials to facilitate routine government actions, determining what is a permissible "facilitating" payment involves difficult legal judgments . Therefore, except for legally prescribed fees and similar payments, no payment or gift may be made to a foreign official related to business activities unless the tran s action is approved in advance by the General Counsel or a designee . You should make ev e ry effort to eliminate or minimize such payments . If such payments are approved , they must be properly recorded in the Company ' s books and records . RenovaCare and its associates will not directly or indirectly eng a ge in bribe , ry kickbac , ks payoffs or other corrupt busine s s practice s, in their relations with governmental agencies or customers . Boycotts U.S.  anti - boycott laws and  regulations prohibit or severely restrict  the  Company from



    	 



    	 



    



participating  in  boycotts  against  countries  friendly  to the  U.S.  and  require us  to  report  both  legal   and  illegal  boycott requests  to  the government. Financial  Management  and Disclosure The Company's goal and intention is to comply with the laws, rules and regulations by which we are governed . In fact, we strive to comply not only with requirements of the law but also with recognized compliance practices . All illegal activities or illegal conduct are prohibited whether or not they are specifically set forth in this Code . Where law does not govern a situation or where the law is unclear or conflicting, you should discuss the situation with the Chief Financial Officer or Chief Executive Officer and management should seek advice from the Company's General Counsel . Business should always be conducted in a fair and forthright manner . Directors, officers and employees are expected to act according to high ethical standards . The continuing excellence of the Company ' s reputation depends upon our full and complete disclosure of important information about the Company that is used in the securities marketplace . Our financial and non - financial disclosures and filings with the SEC must be transparent, accurate and timely . Proper reporting of reliable, truthful and accurate information is a complex process involving cooperation between many departments and disciplines . We must all work together to insure that reliable, truthful and accurate information is disclosed to the public . The Company must disclose to the SEC, current security holders and the investing public information that is required, and any additional information that may be necessary to ensure the required disclosures are not misleading or inaccurate . The Company requires you to participate in the disclosure process, which is overseen by the Chief Financial Officer and/or Chief Executive Officer . The disclosure process is designed lo record, process, summarize and report material information as required by all applicable laws, rules and regulations . Participation in the disclosure process is a requirement of a public company , and full cooperation and participation by Chief Financial Officer, Chief Executive Officer and , upon request, other employees in the disclosure process is a requirement of this Code . Officers and employees must fulJy comply with their disclosure responsibilities in an accurate and timely manner or be subject to discipline of up to and including termination of employment . Accounting Standards RenovaCare  maintains  its  accounting  records  and  prepares  its  financial  statements in   accordance  with  accounting  principles  generally  accepted in  the  U.S. (GAAP)  and  with  statutory   accounting principles,  as  promulgated  by  the  Securities  and  Exchange  Commission  and  other   regulating  authorities.  If  you  are  aware or  have  reason  to  believe  that there are  violations  of   either  law  or  policy  regarding  the  Company's  financial records  or  operations,  you  are  obligated   to  report  such  information promptly. Audits  and  Outside Examinations There  may  be  occasions  when  the operations  ofRenovaCare  are  subject  to  audit  or   examination.  These  reviews  may be  conducted  by  the  Company's  external  auditor ,  state  and   federal regulatory agencies. Both the law and RenovaCare policy require that you cooperate fully   with  all  appropriate  requests for  information,  and  prohibit  attempting to  influence, interfere  with   or  provide inaccurate information in  response  to  a  legitimate  audit  or  examination  request.  You   may  not  fraudulently  influence,  mislead,  manipulate  or  coerce  outside  auditors  if  you  know  or   you  are  unreasonable  in  not knowing that  by  doing  so  you  could  render  the  financial  statements   materially misleading  or affect  the  auditors  in  other  ways.  If  you  are  contacted  by  an  outside   agency  regarding  a  financial  examination or  audit,  you  must  immediately  notify the  Chief   Executive  Officer  or  the  Chief  Financial  Officer  before  responding.  If  the  contact  is  initiated  by  a   state or federal agency you should contact the Corporate Ethics & Compliance Committee. Protection and Proper Use of Company Assets Safeguarding  and  appropriately  using  Company  assets ,  whether  those  assets  take the  form   of paper files, electronic data, computer resources , trademark s or otherwise, is critical. Confidentiality



    	 



    	 



    



RenovaCare is committed to  preserving  customer  and  employee  trust.  All  information,   whether it is business, customer or employee - related, must be treated  in a confidential manner,   and disclosing it is limited to those people who have an appropriate business or legal reason to   have  access to  the  information.  You  need  to  take  spec ial  precautions  when  transmitting   information  via  e - mail,  fax,  the  Internet  or  other  media.  Remember to treat  all  such   communications as if they were public documents and printed on letterhead. In addition, Company  meetings  are  confidential.  You  may  not  use  audio  or  video   equipment to  record  these meetings without  the  specific  prior  authorization  of  the  head  of  your   department. Technology Safeguarding computer  resources  is  critical because  the  Company  relie s  on  technology  to   conduct daily busine ss. Software is provided to enable you to perform your job and is covered by   federal  copyright  law s.  You  cannot  duplicate, distribute or lend  software to  anyone unless   permitted  by  the  license agreement. RenovaCare  provides  electronic  mail  (e - mail)  and  Internet  access  to  assist  and  facilitate   business  communications.  All  information  stored,  transmitted,  received, or  contained  in  these   systems is  the  Company's  sole  property  and  is subject to  its  review at  any  time.  All  e - mail  and   Internet  use  must  be  consistent  with  RenovaCare's  policies, practices  and  commitment  to   ensuring  a  work  environment  where  all  persons  are  treated  with  respect  and  dignity.  Because   these  systems  provide  access  to a  worldwide audience,  you  shou ld  act  at  all  times as  if  you  are   representing RenovaCare to  the  public,  and  should  preserve  RenovaCare's  system  sec urity  and   protect its name and trademarks. You must act responsibly and adhere to all laws and Company   policies when using e - mail or the Internet. You must use your computer appropriately in accordance with Company standards and be   sure to secure both the computer and all data from loss, damage or unauthorized access. Intellectual Property: Patents, Copyrights and Trademarks Except as  otherwise  agreed to  in  writing  between  the  Company  and  an  officer or   employee,  all  intellectual  property  you  conceive or  develop during  the  course  of  your   employment  shall  be  the  sole  property of  the  Company.  The  term intellectual  property  includes   any  invention, discovery, concept, idea, or  writing whether  protectable or  not  by  any  United   States  or  foreign  copyright, trademark,  patent, or  common  law  including,  but  not  limited  to   designs,  materials, compositions  of  matter,  machines, manufactures, processes,  improvements,   data,  computer  software,  writings,  formula,  techniques, know - how, methods, as  well as   improvements  thereof  or  know - how related thereto concerning  any past,  present, or prospective   activities  of  the  Company.  Officers  and  employees must  promptly disclose  in  writing  to  the   Company  any  intellectual  property developed or conceived  either  solely  or with  others  during  the   course of  your  employment  and  must  render  any  and  all  aid  and  assistance,  at  our  expense to   secure the  appropriate  patent,  copyright, or  trademark  protection  for  such intellectual property. Works  of  authorship including  literary  works  such as  books, articles,  and  computer   programs;  musical  works,  including  any  accompanying  words;  dramatic  works,  including  any   accompanying  music;  pantomimes  and  choreographic  works;  pictorial, graphic,  and  sculptural   works; motion  pictures  and  other  audiovisual  works;  sound  recordings;  and  architectural  works   are  protected  by United  States  and  foreign  copyright  law as soon  as  they  are  reduced  to  a   tangible medium perceptible by humans with or without the aid of a machine. A work  does NOT   have  to bear a  copyright  notice  in order  to  be  protected  and  without  the  copyright  owner's   permission ,  no  one  may  make  copies  of  the  work,  create derivative  works,  distribute  the  work,   perfonn  the work  publicly, or  display  the work publicly. Copyright  laws  may protect items posted  on  a  website.  Unless  a  website  grants   permission to download tbe Internet content you generally only have the legal  right to view the   content. If you do not have permis sion to download and distribute specific website content you   should  contact  the  Company's  General Counsel. If  you  are  unclear as to  the  application  of  this   Intellectual Property Policy,  or  if questions  arise, please  consult with  the Company's  General   Counsel. Additional  Matters  Pertaining  to Directors Annex  A  hereto,  which  is incorporated  herein  by  reference,  applies to the Company's



    	 



    	 



    



directors. Administration Reporting of Any Illegal or Unethical Behavior; Points of Contact If  you are aware of  any  illegal  or  unethical  behavior  or if  you  believe that  an  applicable   law,  rule  or  regulation or  this  Code  has  been violated,  the  matter  must  be  promptly reported  t o   the  Chief  Executive  Officer,  the  Chief  Financial Officer  or  the  C o rporate  Ethic s  &  Compliance   Committee. In  addition, if  you  have a  concern  about  the  Company's  accounting practices ,   internal controls or  auditing matters ,  you  should report  your  concerns  to  these  same  persons or   entities.  If  you have  questions  about  anything  in this  Code  or if you  believe  RenovaCare or  an   associate is violating  the  law or  Company  policy or  engaging  in  conduct  that  appears  unethical   you may contact anyone of the foregoing entities. You should take care to report violations to a   person  who you believe is not involved in the alleged violation. All reports of  alleged violations   will be  promptly  investigated  and,  if  appropriate,  remedied,  and  if  legally required ,  immediately   reported to  the  proper  governmental authority. You  will  be  expected to  cooperate  in  assuring  that  violations of  this  Code  are  promptly   addressed. RenovaCare  has a  policy of protecting  the  confidentiality  of  those  making  reports of   possible  misconduct to  the  maximum extent permitted  by  law.  In  no  event will there be  any   retaliation against someone for reporting an activity that he or she in good faith believes to   be  a  violation of  any  law,  rule,  regulation,  internal  policy  or  this  Code.  Any  supervisor   intimidating or  imposing  sanctions  on  someone  for  reporting a  matter  will  be  subject  to   discipline up to and including termination. You  should  know  that it is unlawful  to  retaliate  against  a person,  including  with  respect  to   their  employment,  for  providing  truthful information to  a  law  enforcement  officer  relating  to  the   possible  commission  of  any  federal  offense .  Employees  who  allege  that  they  have  been  retaliated   against  for  providing  information to  a federal  agency ,  Congress or a person with supervi s ory   authority  over  the  employee  about  suspected  fraud may  file  a  complaint  with  the  Department of   Labor, or in federal court if the Department ofLabor does not take action. Responding to Improper Conduct This Code will be enforced on a uniform basis for everyone without regard to hisor her   position.  Violators  of  this  Code  will  be  s ubject  to  disciplinary action. Supervisors  and  managers   of  a  di s ciplined employee or  an  employee reporting  a violation may  also be  subject  to   disciplinary action  for  failure  to  properly  oversee an employee's  conduct ,  or  for  retaliation   against an  employee who reports a violation. The  response will  depend upon a number  of  factors  including  whether  the  improper   behavior  involved  illegal conduct. Disciplinary action  may  include ,  but  is  not  limited  to ,   reprimands  and  warnings, probation, suspension,  demotion,  reassignment ,  reduction  in   compensation or  termination .  In  any  disciplinary action arising from  violation s  of  this  Code,   prior  truthful  disclosure, or  the  failure  to fully  disclose  the  issue  and  all  pertinent  information   with  respect  to  the  issue ,  will weigh  heavily  in  the  disposition  of  the  matter. Certain  actions  and   omissions  prohibited  by  the  Code  might  also be  unlawful  and  could lead to  individual criminal   prosecution  and, upon  conviction, to  fines  and imprisonment. Waivers  of or  exceptions  to  this  Code  will  be  granted  only  under exceptional   circumstances. There shall  be no amendment or modification to this Code except by a vote of the   Board  of  Directors or  a designated  board  committee  that  will  ascertain  whether  an  amendment or   modification is  appropriate.  In  case of  any  amendment  or  modifi c ationof this Code  that applies   to  an  offic e r  or  director of  the  Company ,  the  amendment or modification shall  be  made  publicly   available. Annex A To RENOVCARE, INC. AMENDED  CODE  OF  CORPORATE  Go  VERNAN C E  AND ETHICS PROVISIONS RELATED TO DIRECTORS I . ResRQnsibilitiesand  Functions of  Board  of Directors



    	 



    	 



    



 The Board of Directors, elected each year by the Company's stockholders at an annual meeting of stockholders, fosters and encourages an environment of strong disclosure controls and procedures, including internal controls, financial accountability, high ethical standards and compliance with applicable policies, laws and regulations . The primary responsibility of members of the Company's Board of Directors is to uphold the best interests of the Company and its stockholders as a whole by overseeing the management of the Company's business and affairs . While the Board may call special meetings in order to address specific needs of the Company from time to time, it is generally expected that the Board of Directors will meet at regular intervals and are expected to hold approximately four meetings or more per fiscal year during which the Board will perform a number of specific functions, including but not limited to : a. Reviewing  and  discussing  the  performance  of  the  Company, as  well  as  any immediate   issues  facing  the company; b. Reviewing,  approving  and  monitoring fundamental  financial  and  business  strategies  and   major  corporate actions; c. Ensuring processes  are  in  place  for  maintaining  the  integrity of  its  financial statements,   the integrity of compliance with law and ethics and d. Assessing  and  reviewing  major  risks  facing  the  Company  and  planning  options,  if  any,   for  their mitigation. Board members are encouraged to suggest the inclusion of item(s) for the agenda for each quarterly meeting of the Board of Directors in consultation with each other and senior management of the Company . It is expected that each Director will make every effort to attend each Board meeting . While attendance in person is preferred, attendance by teleconference is permitted if necessary under the circumstances . The proceedings and deliberations of the Board are confidential . Each Director will maintain the confidentiality of information received in connection with his or her service as a Director . 2. Board Access to Managi:ment At all times, Board members shall be able to freely access Company management without hindrance or undue delay while ensuring that such contact is not distracting to the business operations of the Company and that such contact, if in writing, is copied to the Chairman and Chief Executive Officer . In addition , management may be invited to attend Board meetings, during which time management may brief the Board on items of particular interest and/or concern . Senior management is encouraged to offer presentations at such meetings by individuals who can provide additional insight into items being considered or who may have potential for greater responsibility and should be given exposure to the Board . 3. Board  Access  to  Independent/Outside Advisors As may be required by applicable law or rule, the Board of Directors has the authority , when it should be deemed necessary to carry out its duties, to retain independent legal, financial or other advisors and to approve each such advisor's fees and other retention terms at the expense of the Company . 4. Size  of Board The Company's Bylaws provides that the number of Directors shall be fixed from time to time by the Board of Directors, but in no event shall be less than the minimum required by law . The Board should be large enough to maintain the Company's required expertise but not too large to function efficiently . At this time, the Board of Directors believes that the optimal number of Board members is five ( 5 ), while recognizing and allowing however , for changing circumstances that may warrant a higher or lower number from time to time . 5. Ethics  and  Conflicts  of  Interest  of the  Board All Directors, as well as officers and employees, are expected to act ethically at all times and to acknowledge their adherence to the policies comprising the Company's Code of Ethics . At any time that a Board member develops an actual or potential conflict of interest with the Company , the conflict should be reported without delay to the Chairman of the Board and Chief Executive Officer . fu the event that a conflict of interest cannot be effectively resolved, the Board member shall resign . Should a member of the Board or any member of his or her immediate fami l y have a matter before the Board in which they have a personal interest, then this interest and the material facts and relationships relating thereto must be disclosed promptly . Furthermore , if a Board member becomes aware of a business opportunity that could be of potential benefit to



    	 



    	 



    



the Company, then he or she must first introduce this opportunity to the Board of Directors for consideration and not endeavor to profit personally from the opportunity unless the Company declines to pursue it . 6. Criteria  and  Selection  of  Board Membership The Board of Directors is responsible to the Company's stockholders for identifying and recommending the most qualified Director candidates to fill newly created directorship positions and vacancies and further recommend these candidates for election by stockholders . Directors should possess the highest personal and professional ethics, responsibility , fairness , integrity and values and be committed to representing the long - term interests of the Company's stockholders . They must also have an inquisitive and objective perspective, practical wisdom and mature judgment . The Company's general counsel or its Chief Financial Officer shall be responsible for providing an orientation for all new Directors and for periodically providing materials or briefing sessions on subjects that would assist Directors in discharging their duties . Each new Director shall, within six weeks of election to the Board, spend a reasonable amount of time at corporate headquarters for an in - depth overview of the Company's strategic plans, its financial statements and key policies and practices . Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time . Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities or in the event that a conflict of interest cannot be effectively resolved . 7. Term  Limit'I  for  Board Members There is no time term - limit for service to the Board, nor does the Board believe that a tenn limit should be established . By abstaining from term limits, the Company believes it can successfully retain Board members who, over time, have been able to gamer industry knowledge and are intimate with the Company's operations . Such Directors are able to significantly contribute to the Board's function since they have helped to foster the Company's corporate vision and better understand industry trends . 8. Outside  Board Directorship Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively . Since service to the Company's Board of Directors may require significant time and responsibility commitments, although not mandatory, Board members are encouraged to limit the number of public company boards that they may concurrently serve on to four . Board members shall notify the Chairman and Chief Executive Officer of any and/or all other public company boards on which they may serve or to which they have received an invitation to serve prior to accepting such positions . 9. Board  Performance  Assessment  and Review Meaningful Board evaluation may require a self - assessment of the effectiveness of the full Board and individual Directors . Accordingly , the Board shall perform an annual self evaluation through its Directors . This review may require establishing protocols and procedures for evaluation of individual Board members in order to ensure that each sitting member brings expertise that is relevant to the Company's needs at that time and that the skills and contributions of the Directors are conducive to the Board's function as a group . While individual Board member review may be of value, the purpose of this evaluation is to increase the effectiveness of the Board, not to focus on the performance of individual Board members . 10. Stock O[!tion Grants and Cash Com12ensation Directors, Officers, employees of and consultants to the Company, selected by the Board of Directors may be eligible to receive stock grants in accordance with the terms of the Company's Incentive Stock Compensation Plan, as in effect from time to time . The grant may be in the form of a stock award , restricted stock purchase offer, incentive stock option or a non statutory option . The Board of Directors designates the times at which the grant will be made, the type and number of options (and the number of shares subject to those options) or stock awards to be granted . In addition Board members may be eligible for cash compensation in accordance with the Company's compensation guidelines . All Board members will be reimbursed for travel and related meeting attendance expenses . 11. Prohibition  on Personal Loans The Company and the Board of Directors will not engage in offering or making available credit or loan arrangements to any member of the Board or the Company's executive



    	 



    	 



    



Simature: ,P...&..,.rl/U u, - 4Z - .lf1 Date: August 15, 201S Name (print): Robin Robinson Title: Vice President ,  Scientific  Affairs management. ACKNOWLEDGMENT OF RECEIPT  OF  ConE oF CORPORATE  GOVERNANCE AND  ETmcs I have received and read the Company's Code of Corporate Governance and Ethics (including to the extent applicable, Annex A thereto) . I understand the standards and policies contained in the Company Code of Corporate Governance and Ethics and understand that there may be additional policies or laws specific to my job . I further agree to comply with the Company Code of Corporate Governance and Ethics . If I have questions eoneeming the meaning or application of the Company Code of Corporate Governance and Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult the Chief Executive Officer, Chief Financial Officer or a member of the Corporate Ethics & Compliance Committee, if any, knowing that my questions or reports to these sources will be maintained in confidence . EXHIBIJB TO  THE  RENOVACARE,  INC. - ROBIN  ROBINSON   CONSULTING AGREEMENT DATED AUGUST  15, 2019 **** COMPENSATION The  parties  agree  that  fees for the  Services  and any  subsequently  agreed  upon  Services to  be   provided  shall  be  paid to Consultant as  follows: 1.  Cash  Compensation. C onsultant shall receive  $5 , 000.00  monthly.  Additionally,  any   work perfonned in excess of sixteen hours will be compensated at the rate of $500.00 per hour to a maximum of $10 , 000 per month . Consultant will track time spent on projects and provide a   summary  and  invoice  when  compensation  exceeds $5,000.00  in  a  month.  Consultant will   provide  a summary  for  any  month  if  requested  by  the Company.



    	 



    	 



    



2. Eitl!itY.  Compensation. At  the  discretion of  the  Company's  Board of Directors, Consultant  shall  be  eligible  for  equity  stock  options  or  equity  awards  pursuant  to  the  Company's   equity incentive compensation plans in effect from time to time. 3.  Other  Benefits. [None] 1 EXHIBITC TO  THE  RENOVCARE,  INC. - ROBIN  ROBINSON   CONSULTING AGREEMENT DATED AUGUST  15, 2019 **** ALLOWABLE EXPENSES The Company shall reimburse the Consultant for reasonable costs associated with the Consultant's travel on behalf of the Company and for such other reasonable expenses incurred by the Executive on behalf of the Company ; provided, however, that any expenditure in excess of $ 250 will first require the Company's approval . EXHIBITD TO THE RENOVACARE, INC. - ROBIN ROBINSON   CONSULTING AGREEMENT DATED AUGUST  15, 2019 **** CONFIDENTIAL  INFORMATION AND INVENTION  ASSIGNMENT AGREEMENT [See Attached} RENOVACARE, INC. CONFIDENTIAL  INFORMATION  AND  INVENTION  ASSIGNMENT AGREEMENT CONFIDENTIAL  INFORMATION  AND  INVENTION ASSIGNMENT AGREEMENT   IS DATED AS OF  AUGUST  15,  2019,  BY AND  BETWEEN  RENOVACARE,  INC.,  A   NEVADA  CORPORATION  (THE  "RCAR"),  AND  ROBIN  ROBINSON,  AN  INDIVIDUAL   HAVING  HIS  PLACE OF  BUSINESS IN DICKERSON,  MARYLAND ("CONSULTANT"). As  a  condition  of  becoming  retained (or  Consultant's  consulting  relationship  being   continued) by  RCAR,  or any  of  its  current  or  future  subsidiaries,  affiliates,  successors  or  assigns   (collectively,  the  "Company"),  and  in  consideration  of Consultant's  consulting  relationship  with   the  Company  and  receipt of  the  compensation  now  and  hereafter  paid  by  the  Company,  the   receipt of Confidential Information (as defined below) while associated with the Company, and



    	 



    	 



    



other good and valuable consideration, the receipt and sufficiency of which are hereby   acknowledged,  Consultant  hereby agrees  to  the following: 1. Relationship. This  Confidential  Information  and Invention  Assignment Agreement   (this  "Agreement")  will apply to  Consultant's  consulting relationship  with  the  Company.  If  that   relationship  ends  and  the  Company,  within  one (1)  year  thereafter,  either employs  Consultant or   re - engages  Consultant as  a  consultant,  this  Agreement  will  also  apply to  such  later  employment   or consulting relationship ,  unless  the  parties hereto  otherwise  agree  in  writing. Any  employment   or consulting relationship  between  the parties  hereto, whether  commenced prior  to ,  upon  or  after   the date ofthis Agreement, is referred to herein as the "Relationship." 2. AJ2plicability to  Past  Activities. The  Company  and  Consultant acknowledge  that   Consultant  may  have  performed  work,  activities,  services  or made  efforts  on  behalf of or  for  the   benefit of  the  Company,  or related  to the  current or prospective  business  of  the  Company  in   anticipation  of  Consultant's  involvement  with  the  Company, that would  have  been  "Services"  if   performed  during  the  term of  this  Agreement,  for  a  period of  time  prior  to  the  Effective  Date of   this  Agreement  (the  "Prior  Consulting  Period").  Accordingly,  if  and  to  the  extent  that,  during   the Prior Consulting Period: (i) Consultant received access to any information from or on behalf   of  the  Company  that  would  have  been  Confidential  Information  (as  defined below)  if  Consultant   received  access to such infonnation  during  the  tenn of  this  Agreement; or  (ii)  Consultant  (a)   conceived, created, authored, invented,  developed  or reduced  to  practice  any  item  (including  any   intellectual  property  rights  with respect  thereto)  on  behalf of or  for  the  benefit  of  the  Company,   or related  to  the  current or prospective  business  of  the  Company  in  anticipation  of  Consultant's   involvement  with  the  Company,  that would  have  been  an  Invention  (as  defined below)  if   conceived,  created,  authored ,  invented, developed or reduced  to  practice  during  the  term of this   Agreement; or  (b)  incorporated into any  such  item  any  pre - existing invention,  improvement,   development,  concept ,  discovery or  other  proprietary  information  that  would  have  been a  Prior   Invention  (as  defined  below)  if incorporated  into such  item  during the  term of  this  Agreement;   then  any  such  information  shall  be  deemed "Confidential  Information"  hereunder  and  any  such   item shall be deemed an " Invention" or "Prior Invention" hereunder, and this Agreement shall   apply  to  such  activities,  information  or  item  as  if disclosed,  conceived ,  created,  authored,   invented, developed  or  reduced  to  practice  during  the  term of  this Agreement. 3. Executive  Services Consulting  Agreement. Consultant  has  entered  into  an   agreement  with  the  Company  on  or  about  the  date hereof  to  provide  various  services to  the   Company  (the  "Consulting  Agreement").  The  services  rendered by  Consultant  under the   Consulting  Agreement  are  referred  to  herein as  the  "Services"  and  this  Agreement is  intended to   supplement  and  form  an  integral part of  the  Consulting Agreement. 4. Confidential Information. (a) Protection  oflnformation .  Consultant  understands  that  during the   Relationship,  the  Company  intend s  to  provide  Consultant  with certain  infonnation,  including   Confidential  Information  (as  defined below),  without  which  Consultant  would  not  be  able to   perform  Consultant's  duties  to  the  Company. Consultant  further acknowledges  and  understands  that ,  at  all  times  during  the  term  of  the  Relationship  and  thereafter,  Consultant  shall  hold  in   strictest  confidence, and not use, except for the benefit of the Company to the extent necessary to  perform  the  Services  and  in  pursuance of  his  relationship  with  the  Company,  and,  accordingly,   will  not  disclose to  any  person,  fmn,  corporation or  other  entity, without written  authorization   from  the  Company  in  each  instance,  any  Confidential  Information  that  Consultant  obtains  from   the  Company or  otherwise obtains,  accesses  or  creates  in  connection  with,  or  as  a  result  of,  the   Services  during  the  term  of  the  Relationship,  whether  or  not  during  working  hours, until  such   Confidential  Information becomes  publicly  and  widely  known  and  made  generally available   through  no  wrongful  act  of  Consultant or of  others  who  were  under  confidentiality obligations  as   to the item or items involved. Consultant shall not make copies of such Confidential Information   except  as  authorized  by the  Company or  in  the  ordinary  course  of  the  provision of Services.   Consultant  will  segregate  Confidential  Information  from  the  confidential  materials  of  third   parties  to  prevent commingling. (b) Confidential Information. Consultant understands  that  "Confidential   Information"  means  any  and  all  information  and  physical manifestations  thereof  not  generally   known  or  available  outside  the  Company  and  information  and  physical manifestations  thereof   entrusted  to  the  Company  in  confidence  by  third  parties ,  whether or  not  such  information is   patentable,  copyrightable;;or  otherwise  legally protectablc .  Confidential  Information  includes,   without  limitation:  (i) Company Inventions  (as  defined below);  and  (ii)  technical  data,  trade   secrets,  know - how,  research, product  or  service ideas  or plans,  software  codes and designs,   algorithms,  developments,  inventions,  patent  applications,  laboratory  notebooks,  processes,   formulas,  techniques ,  biological  materials, mask works, engineering  designs  and  drawings,   hardware  configuration  information, agreements  with third parties,  lists  , of  or  information   relating to, employees and consultants of the Company (including, but not limited to , the name s,



    	 



    	 



    



contact information,  jobs,  compensation,  and  expertise  of  such employees  and  consultants),  lists   of, or information relating to, suppliers and customers (including, but not limited to, customers of   the  Company  on  whom  Consultant  called  or  with  whom  Consultant  became  acquainted  during   the  Relationship),  price  lists,  pricing methodologies,  cost  data,  market  share  data,  marketing   plans,  licenses,  contract information,  business  plans,  financial  forecasts,  historical  financial  data,   budgets or  other  business  information  disclosed  to  Consultant  by  the  Company  either  directly or   indirectly, whether in writing, electronically, orally, or by observation. The  Consultant  understands  that the  above  list is  not  exhaustive,  and  that   Confidential  Information  also  includes  other  information  that  is  marked  or  otherwise   identified as  confidential  or  proprietary,  or  that  would  otherwise appear to  a  reasonable   person to  be  confidential  or  proprietary  in  the  context  and  circumstances  in  which  the   information is known  or  used.  The  Consultant understands  and  agrees  that  Confidential   Information developed by him or her in the course of  his engagement with the Company   shall  be  subject  to  the  terms  and  conditions  of  this  Agreement  as if  the  Company   furnished the same Confidential Information to the Consultant in the first instance. Confidential  Information  shall  not  include  information  that is  generally  available  to and   known  by  the  public, provided  that  such  disclosure to  the  public  is through  no  direct or   indirect fault of the Consultant or person(s) acting on the Consultant's behalf. (c) Third Party  Information. Consultant's  agreements  in this  Agreement  are  intended to be for the benefit of the Company  and any third party that has entrusted information  or  physical  material  to the  Company  in  confidence.  During  the  term  of  the  Relationship  and   thereafter,  Consultant  will  not  improperly  use  or  disclose  to  the  Company  any  confidential,  proprietary or  secret  information  of  Consultant's former  clients  or  any  other  person,  and  Consultant  will  not  bring any  such  information  onto  the Company's  property  or  place  of   business. (d) Other  Rights .  This  Agreement is  intended  to  supplement,  and  not  to  supersede, any rights the Company may have in law or equity with respect to the protection of   trade  secrets  or  confidential or  proprietary  information. (e) U.S.  Defend  Trade  Secrets  Act .  Notwithstanding  the  foregoing,  the  U.S.  Defend  Trade  Secrets  Act  of2016  ("DTSA")  provides  that  an  individual  shall  not be  held  criminally or civilly liable under any federal or  state trade secret law for the disclosure of a trade  secret  that is  made  (i)  in  confidence  to a  federal, state,  or  local  government  official,  either  directly  or  indirectly,  or  to  an  attorney;  and  (ii)  solely  for  the  purpose  of  reporting or   investigating  a suspected  violation  oflaw; or  (iii)  in  a  complaint or  other  document  filed  in  a   lawsuit  or  other  proceeding,  if  such  filing is  made  under seal.  In  addition,  DTSA  provides  that   an  individual  who  files  a  lawsuit  for  retaliation  by  an  employer  for  reporting  a  suspected   violation  oflaw  may  disclose  the  trade  secret  to the  attorney  of  the  individual  and  use  the  trade   secret  information  in  the  court  proceeding,  if  the  individual  (A)  files  any  document  containing   the  trade  secret  under  seal;  and  (B)  does  not  disclose  the  trade  secret,  except  pursuant  to  court  order. (f) Disclosure  Required  by  Law .  Nothing herein  shall  be  construed  to  prevent   disclosure of  Confidential  Information  as  may be  required  by  applicable  law  or  regulation,  or  pursuant  to  the  valid  order of a  court  of  competent  jurisdiction  or  an  authorized  government  agency,  provided  that  the  disclosure  does  not  exceed  the  extent  of  disclosure  required  by  such  law,  regulation or  order.  The  Consultant  shall  provide  written  notice  of  any  such  order  to the   Company's  Chief  Executive  Officer  or  Chief  Operating  Officer  within  forty - eight  (48)  hours  of  receiving such order, but in any event sufficiently in advance of making any disclosure to permit  the  Company to  contest  the  order  or  seek  confidentiality  protections,  as  determined  in  the   Company's  sole discretion. 5. Ownership oflnventions. (a) Inventions Retained  and  Licensed. Consultant  has  attached  hereto,  as  Exhibit  A .  a  complete list  describing  with  particularity all  Inventions  (as  defined  below)  that,  as   of the Effective Date: (i)  have been created by or on behalf of Consultant, and/or (ii) are owned exclusively  by  Consultant  or  jointly  by  Consultant  with  others or  in  which  Consultant  has  an   interest,  and  that  relate  in  any  way  to  any  of  the  Company's  actual  or  proposed  businesses,   products,  services,  or  research  and  development,  and  which  are  not  assigned  to  the  Company   hereunder  ( collectively  "Prior  Inventions");  or,  if  no  such  list is  attached,  Consultant  represents   and  warrants  that  there  are  no  such  Inventions at  the  time  of  signing  this  Agreement,  and  to  the   extent  such  Inventions  do  exist  and  are  not  listed  on  Exhibit  A ,  Consultant  hereby  forever   waives  any  and  all  rights  or  claims  of  ownership  to  such  Inventions.  Consultant  understands that Consultant's listing of any Inventions on Exhibit A does not constitute  an acknowledgement by



    	 



    	 



    



 the Company of the existence or extent of such Inventions, nor of Consultant's ownership of   such Inventions. (b) Use  or Incorporation of Inventions. (i) Consultant shall not use, disclose or disseminate any of the Company's   Confidential  Information except  as  specifically  permitted  in  this  Section 5.  Consultant  may  use   the  Confidential  Information  of  the  Company  solely  to  perform  the  Services,  his  obligations   under  this  Agreement,  and  in  pursuance  of Relationship,  for  the  benefit of  the  Company.   Consultant will exercise  the  same  degree of  care as  it takes to  protect  his  own  confidential   information, but in no event less than reasonable care.. (ii) If in  the  course  of  the  Relationship, Consultant  uses  or  incorporates   into  any  of  the  Company's  products, services ,  processes  or  machines  any  Invention  not  assigned  to the Company pursuant to Section S(d).. of this Agreement in which Consultant has an interest,   Consultant  will  promptly  so  inform  the  Company  in  writing.  Whether or  not  Consultant  gives   such notice,  Consultant  hereby  irrevocably  grants  to  the  Company  a  nonexclusive,  fully  paid - up,   royalty - free,  assumable, perpetual,  worldwide  license,  with  right  to  transfer  and  to sublicense, to   practice  and  exploit  such  Invention  and  to  make, have  made ,  copy,  modify,  make  derivative   works  of,  use,  sell ,  import,  and  otherwise  distribute  such  Invention  under  all  applicable   intellectual  property  laws  without  restriction of  any kind.  The  Consultant  may not  incorporate   any  Inventions  into  any  business ,  venture,  academic,  other  pursuit  that  Consultant may  engage in   during or following  the  termination of  the  Relationship.  The  Consultant  may not  incorporate  any   Company Inventions  into  any business,  venture,  academic,  other  pursuit  that  Consultant  may   engage in during or following the termination of the Relationship. (c) Inventions. Consultant understands that  "Inventions"  means  discoveries,   developments,  concepts, designs,  ideas,  know  how,  modifications,  improvements,  derivative   works ,  inventions,  trade  secrets  and/or  original  works  of  authorship,  whether  or  not  patentable,   copyrightable or  otherwise  legally protectable.  Consultant  understands  this  includes,  but  is  not   limited  to, any  new product ,  machine,  article  of  manufacture, biological material, method,   procedure,  process, technique,  use,  equipment ,  device,  apparatus,  system, compound,   formulation,  composition  of  matter,  design or  configuration  of any  kind, or  any improvement   thereon. Consultant  understands  that  "Company Inventions"  means  any  and  all Inventions  that   Consultant  or  Consultant's personnel may  solely  or  jointly  author, discover,  develop, conceive,   or  reduce  to  practice  in  connection  with, or  as  a  result of,  the  Services  performed for  the   Company or  otherwise  in  connection with  the  Relationship,  except  as  otherwise  provided  in   Section S(i) below. (d) Assignment  of  CompJIDy  Inventions. Consultant will promptly make  full   written  disclosure to  the  Company,  will  hold  in  trust  for  the sole  right  and  benefit of  the   Company,  and  hereby  assigns  and  agrees  to assign to  the  Company,  or  its  designee, all of   Consultant's  right,  title  and  interest throughout  the  world  in  and  to  any and  all  Company   Inventions  and  all  patent,  copyright, trademark,  trade secret  and other  intellectual  property  rights  and  other  proprietary  rights  therein. Consultant  hereby  waives and  irrevocably  quitclaims to  the   Company or  its  designee  any  and  all  claims,  of  any  nature  whatsoever ,  that  Consultant  now  has   or  may  hereafter  have  for  infringement  of  any and  all  Company Inventions.  Any  assignment of   Company  Inventions  includes all  rights of  attribution,  paternity,  integrity, modification,   disclosure  and  withdrawal,  and  any  other  rights throughout  the  world  that  may  be  known  as or   referred to as  "moral  rights,"  "artist's  rights,"  "droit  moral, "  or  the  like  (collectively,  "Mora l   RiglUf').  To the extent  that  Moral  Rights cannot  be  assigned  under  applicable law, Consultant   hereby waives  and  agrees not to  enforce  any  and  all Moral Rights,  including,  without  limitation,   any  limitation  on  subsequent modification ,  to  the  extent  permitted  under  applicable  law.  If   Consultant  has  any  rights  to  the  Company  Inventions,  other  than  Moral  Rights,  that  cannot  be   assigned  to the  Company,  Consultant hereby  unconditionally  and  irrevocably  grants  to  the   Company during  the  tenn  of  such  rights,  an  exclusive,  irrevocable ,  perpetual, worldwide, fully   paid and royalty - free license, with rights to sublicense through multiple levels of sublicensees , to reproduce, distribute,  display,  perfor , m   prepare derivative works of  and  otherwise  modify, make, have made, sell , offer to sell, import, practice methods, processes and  procedures and otherwise use and exploit , such Company Inventions. (e) Work  for  Hire. The  Consultant agrees that  all  marketing,  operating  and   training  ideas,  sourcing  data,  processes  and  materials, including all inventions,  discoveries ,  improvements,  enhancements ,  written materials  and  development  related to  the  business  of the Company  ("Proprietary Materials")  to  which  the  Consultant  may  have  access  or  that  the   Consultant  may develop or  conceive  while  employed  by  the  Company  shall  be  considered  works   made  for  hire for  the  Company  and  prepared within  the  scope  of  employment  and  shall  belong   exclusively  to  the  Company.  Any  Proprietary Materials  developed by  the  Consultant  that, under



    	 



    	 



    



applicable  law,  may  not be  considered  works  made for  hire,  are  hereby assigned  to  the  Company   without  the  need  for  any  further  consideration ,  and  the  Consultant  agrees to take such further   action,  including executing  such  instruments  and  documents  as  the  Company  may  reasonably   request ,  to  evidence  such assignment. (f) No  License .  The  Consultant  understands  that  this  Agreement  does  not,  and   shall not be construed to, grant the Consultant any license or right of any nature with respect  to   any  Proprietary Materials,  Moral  Rights, any  Confidential  Information,  materials ,  software  or   other  tools  made  available  to  him or  her  by  the  Company,  or  other  intellectual  property  rights   relating thereto. (g) Maintenance  of  Records. Consultant  shall  keep  and  maintain  adequate  and   current  written  records of  all  Company  Inventions  made or  conceived  by  Consultant or   Consultant's personnel  (solely  or  jointly  with  others) during the  term  of  the  Relationship.  The   records  may  be  in  the  form  of  notes,  sketches ,  drawings ,  flow  charts ,  electronic  data or   recordings ,  laboratory  notebooks ,  or  any  other  format.  The  records  will  be  available  to  and   remain the sole property of the Company at  all times . Consultant shall not remove such records   from  the  Company's  place  of  business  or  systems except  as  expressly  permitted  by  Company   policy which may, from time to time , be revised at the sole electi o n of the Company for the purpose of  furthering  the  Company's  business.  Consultant shall  deliver  all  such  records   (including any copies thereof) to the Company  at the time of termination of the Relationship a s   provided  for in  Section  6  and Section  7. (h) Intellectual  PropertyjljgJw .  Consultant  shall  assist  the  Company ,  or its   designee, at  its  expense,  in  every proper  way  in  securing  the  Company ' s,  or  it s  designee's,  rights   in  the  Company  Inventions  and  any  c opyrights,  patents ,  trademarks,  mask  work  rights,  Moral   Rights, or other intellectual property rights relating thereto in any and all countries, including the   disclosure to  the  Company or  its  designee  of  all  pertinent information  and  data  with  respect   thereto ,  the  execution of all applications ,  specifications,  oaths,  assignments, recordations,  and  all   other instruments which the Company or its designee shall deem necessary in order to apply for,   obtain ,  maintain  and  transfer  such  rights ,  or  if not  transferable ,  waive and shall  never  assert  such   rights, and  in  order  to  assign  and  convey to  the  Company or its designee,  and  any  s uccessors ,  assigns  and nominees the  sole  and  exclusive  right,  title  and  interest  in  and  to  such  Company   Inventions ,  and  any  copyrights,  patents,  mask  work  rights or  other  intellectual  property  rights   relating  thereto.  Consultant's obligation to execute or  cause to  be  executed,  when  it is  in   Consultant's power to do so, any such instroment or papers shall continue during and at all times   after the end of  the  Relationship  and until the  expiration of  the  last  such  intellectual  property   right  to  expire  in  any  country of  the  world.  Consultant  hereby  irrevocably  designates  and   appoints  the  C ompany  and  its  duly  authorized  officers  and  agents as  Consultant's  agent  and   attorney - in - fact,  to  act for  and  in  Consultant's  behalf  and  stead  to  execute  and  file  any  such   instruments  and  papers  and  to  do  all  other  lawfully  permitted  acts to further  the  application  for,   prosecution,  issuance,  maintenance or transfer  of  letters  patent,  copyright,  mask  work  and other   registrations  related to  such  Company Inventions.  This power  of  attorney  is  coupled  with  an   interest and shall not be affected by Consultant's s ubsequentincapacity. (i) Exception to Assignments. Subject to  the  requirements  o f  applicable  state   law,  if  any ,  exempting  certain Company Inventions,  from  the  assignment provisions of  this   Agreement, Consultant understands that  all  Company  Inventions  must  be,  and  are ,  assigned  to   the  Company  pursuant  to this Agreement  In  order  to  assist  in  the  detennination of  which   inventions qualify for such state law exclusion, Consultant will advise the Company promptly in   writing,  during  and  for a  period of forty - eight  ( 48)  months  immediately  following  the   termination of  the  Relationship,  of  all  Inventions  solely  or  jointly  conceived  or developed or   reduced to  practice  by  Consultant  or  Consultant's personnel  during  the  period of  the   Relationship. 6.  Comv.any  Property:  Returning  Company  Documents. Consultant acknowledges   that Consultant  has  no  expectation of  privacy  with  respect to  the  Company's   telecommunications, networking or  information  processing systems  (including ,  without   limitation,  files,  e - mail  messages ,  and  voice  messages)  and  that  Consultant ' s  activity  and  any   filesor  messages  on  or  using  any of  those systems  may  be  monitored or  reviewed  at  any  time   without notice.  Consultant  further  acknowledge s  that  any  property situated  on  the  Company's   premi s es or systems and owned by the Company, including disks and other storage media, filing   cabinets  or  other  work areas ,  is  subject  to  inspection  by  Company personnel  at  any  time with  or   without  notice.  At  the  time  of  termination  of  the  Relation s hip,  Consultant will deliver to  the   Company  (and will  not  keep  in  Consultant's  possession,  recreate or  deliver to  anyone else)  any   and  all  devices, records, data ,  notes,  reports, proposals, lists,  correspondence, specifications,   drawings,  blueprints,  sketches ,  laboratory  notebooks,  materials,  flow  charts,  equipment,  other   documents  or  property, or  reproductions  of  any of the  aforementioned  items  developed  by   Consultant or  Consultant's personnel  pursuant  to  the  Relationship  or otherwise belonging to the



    	 



    	 



    



Company,  its  successors  or assigns. 7. Termination  Certification .  In  the  event  of  the  termination  of  the  Relationship,   Consultant  shall  sign  and  deliver  the  "Termination  Certification"  attached hereto as  Exhibit  B:  however,  Consultant's  failure to  sign  and  deliver  the  Termination  Certification  shall  in  no  way   diminish Consultant's  continuing  obligations under  th.is Agreement. 8. Notice  to  Third  Parties. During  the  periods of  time  during  which  Consultant  is  re stric ted in talcing certain actions by the terms of Section 9. of this Agreement (the "Restriction   Period"),  Consultant shall  inform  any entity  or person  with  whom  Consultant may  seek  to  enter   into  a  busine ss  relationship  (whether  as  an  owner, employee,  independent contractor  or   otherwise)  of Consultant's  contractual  obligations  under  th.is  Agreement. Consultant   acknowledges  that  the  Company  may,  with  or  without  prior  notice to  Consultant  and  whether  during  or  after  the  term  of  the  Relationship, notify  third  parties  of Consultant's  agreements  and   obligations  under  th.is  Agreement.  Upon  written request  by  the  Company,  Consultant will  re spon d  to  the  Company  in  writing  regarding  the  status  of  Consultant's  engagement or proposed   engagement with  any  party  during the Restriction  Period. 9. Soljcitation  ofEm s. Consultants  and  Other  Parties .  As  described above,  Consultant  acknowledges  that  the  Company's  Confidential  Information  includes information relating to the Company's employees, consultants, customers and others, and Consultant will not   useor  disclose such  Confidential  Information  except as authorized  by the  Company  in  advance   in  writing. Consultant  further agrees  as follows: (a) EmP - loy  ,  Consultants. During the  term of  the  Relationship,  and  for a   period  of  twelve  (12)  months  immediately  following  the  termination  of  the  Relationship  for  any  reason ,  whether  with or  without cause,  Consultant  shall  not,  directly or  indirectly,  solicit  any  of  the  Company's  employees or consultants to  terminate  their  relationship with  the  Company,  or   attempt to solicit employees or  consultants of the Company, either for Consultant or for any other   person or entity. (b) Other  Parties .  During  the  term of  the  Relationship, Consultant  will  not   influence  any of  the  Company's  clients,  Iicensors ,  licensees  or customers  from  purchasing   Company products  or services  or  solicit  or  influence  or  attempt  to  influence  any  client,  licen sor,  licensee, customer or other person either directly or indirectly, to direct any purchase of products   and/or  services  to  any  person,  firm,  corporation,  institution  or  other  entity  in  competition  with   the business of the Company. 10. No  Change  to  Duration of  Relationship. Consultant  understands  and  acknowledges   that  this  Agreement  does  not alter, amend or  expand  upon  any rights  Consultant  may  have  to   continue  in  the  consulting relationship  with,  or in  the  duration of  Consultant's  consulting   relationship  with, the  Company  under  any  existing  agreements between  the  Company  and   Consultant, including  without  limitation  the  Consulting Agreement, or  under  applicable law. 11. Representationsand Covenants. (a) Facilitation  of Agreement. Consultant  shall  execute  promptly,  both  during  and after  the  end of  the  Relationship,  any  proper  oath,  and  to  verify any  proper document , required to carry out the terms of this Agreement, upon the Company's  written request to  do so . (b) No  Conflicts. Consultant represents  and  warrants  that  Consultant's  performance  of  all  the  tenns of  this  Agreement  does  not and  will  not  breach any   agreement  Consultant  has  entered  into,  or  will  enter  into,  with  any  third  party,  including   without  limitation  any  agreement to  keep  in  confidence proprietary information or   materials  acquired  by  Consultant  in  confidence or  in  trust  prior to  o r  during  the   Relationship.  Consultant  will  not  disclose to  the  Company or  use any  inventions,   confidential  or non - public  proprietary information or material  belonging  to  any  previous   client,  employer or  any  other  party. Consultant will  not  induce  the  Company  to  use  any  invention s,  confidential or  non - public  proprietary  information,  or material belonging  to   any  previous  client,  employer or  any  other  party .  Consultant represents  and  warrants  that   Consultant  has  listed  on  Exhibit  Call  agreements  (e.g.,  non - competition  agreements,   non - solicitation of customers  agreements,  non - solicitation of employees  agreements,   confidentiality  agreements, inventions agreements,  etc.),  if  any,  with  a  current  or  former   client,  employer,  or  any  other  person  or  entity,  that  may restrict  Consultant's ability  to   perform services  for  the  Company  or  Consultant's  ability to  recruit  or  engage  customers   or service  providers  on  behalf  of  the  Co mpany ,  or  otherwise relate  to  or restrict   Consultant's  ability to  perform  Consultant's  duties  for  the  Company or  any obligation  Consultant may have to the Company. Consultant shall not enter into any written  or ora l



    	 



    	 



    



agreement  that conflicts with the provisions of this Agreement. (c) No  Other  Consulting  4greements. Consultant represents  and   warrants that Consultant does not presently perform nor will he perform, during the term  of the Agreement, consulting or other services for, or engage in or  intend to  engage in an employment  relationship  with,  companies  whose  businesses  or  proposed businesses  in   any way, in the opinion of the Company, involve products or se rvices which would be competitive  with  the  Company's  products  or  services,  or  those products  or  services   proposed or in development by the Company during the term of the Agreement or would   adversely affect  the  Consult's  ability  to  perform  the  Services  hereunder. If, however , Consultant  desire  to  perform  such  services  for a  third  party ,  Consultant  agrees  that,  in   advance  of  accepting  such  work ,  Consultant  will  promptly notify  the  Company  in   writing,  specifying  the  organization with which  Consultant  proposes  to  consult,  provide   services,  or  become  employed  by  and  to  provide  information  sufficient  to  allow the   Company  to determine  if  such  work  would conflict  with  the  terms  of  this  Agreement,  the   interests  of  the  Company or further  services  which  the  Company  might request  of   Consultant. If the Company determines, in its so discretion, that such work  conflicts with   the terms of this Agreement, the Consultant shall not undertake such engagements. Nothing herein shall be deemed to release the Consultant with  respect to his obligation s with  respect  to the  Confidential  Information  pursuant  to  this Agreement. (d) Non - Competition and Non - Solicitation and Non - Circumvention. 13. (i) Non - Competition.  Except as  authorized  by  the   Company 's Board of Directors, during the term of the Relationship and for a period of twelve (12)  months  thereafter,  the  Consultant will  not (except  as  an  officer,  director,  stockholder,  employee,  agent  or  consultant  of  the  Company or  any  subsidiary  or  affiliate thereof)  either  directly  or  indirectly,  whether  or  not  for  consideration, (i)  in  any  way ,  directly  or  indirectly ,  solicit, divert, or  take away the business of any  person who is or was a customer of the Company,  or  in  any  manner influence  such  person  to  cease  doing  business  in  part  or  in  whole  with  Company;  (ii)  engage  in  a  Competing  Business;  or  (iii)  except  for  investments  or  ownership  in   public entities,  mutual  funds  and  similar  investments,  none  of  which  constitute  more  than  5%  of  the  ownership  (provided  s uch ownership  interest  is  acquired  solely  for  investment purposes)  or   control  of such  entities,  own,  operate,  control,  finance,  manage,  advise,  be  employed by  or  engaged  by, perform  any  services  for,  invest  or  otherwise  become  associated  in  any  capacity  with   any  person engaged in a Competing Business; or (iv) engage in any  practice the purpose or effect  of  which  is  to  intentionally  evade  the  provisions  of  this  covenant.  For  purposes  of  this  section,   "Competing  Business"  means  any  company  or business  which is  engaged  directly  or  indirectly   in  any  Company  Business  carried  on or  planned  to  be  carried  on (if  such  plan s  were  developed   the  term  of  the  Relationship)  by  the  Company;  and  "Company  Business"  means  the  Company's  business activities  and  operations  as  conducted  during the  term  of  the  Relationship  and  all   products  conceived,  planned, researched,  developed,  tested,  manufactured ,  sold,  licensed ,  leased  or  otherwise  distributed  or  put  into  use  by  the  Company,  together  with  all  services  provided  or  planned  by  the  Company,  during  your  relationship with  the  Company.  The  Company  acknowledges  that  Consultant  is  engaged  in  the  investigation  and  development  of  technologies   and products for wound healing and diabetic ulcers. (ii) Non - Solicitation  and  Non - Circumvention.  For  a  period  of  twelve  (12)  months  following  the  termination of  the  Relationship,  the  Consultant  will  not   directly  or  indirectly ,  whether  for  your  account or  for  the  account  of any  other  individual  or  entity,  solicit  or  canvas  the  trade,  business  or  patronage  of,  or  sell  to,  any  individuals  or  entities  that were  investors,  customers or  employees of  the  Company  during  the  tenn  of  this  Agreement,  or  prospective  customers with  respect  to  whom  a  sales  effort,  presentation or  proposal  was made   by  the  Company or  its  affiliates,  during the  one  year  period  prior  to the  termination of  the   Relationship.  Without  limiting  the  foregoing,  the  Consultant  shall  not,  directly or  indirectly (i)  solicit, induce, enter into any agreement with, or attempt to influence any individual who was an   employee or consultant of the Company at any time during the term of Relationship, to terminate   his  or  her  employment  relationship  with  the  Company or  to  become  employed  or  engaged by  the   Consultant  or  any  individual  or  entity  by which  the  Consultant  are  employed  or  for  which  you  are  acting  as  a  consultant or  other  advisory  capacity,  and/or  (ii)  interfere  in  any  other  way  with  the employment , or other  relationship , of any employee of, or consultant to, the Company. ( iii ) Injunctive  Relief .  The  Consultant  acknowledges and



    	 



    	 



    



 agrees  that  the  covenants  and obligations of the  Consultant set  forth in this Agreement  relate  to   special, unique and  extraordinary  Services  rendered  by  the  Consultant  to  the  Company  and  that  a   violation of  any  of  the  terms  of  such  covenants  and obligations  will  cause the Company   irreparable injury  for  which  adequate  remedies  are  not  available  at  law.  Therefore,  the   Consultant  agrees  that  the  Company  shall  be  entitled to  seek  an  injunction,  restraining  order or   other  temporary or  permanent equitable  relief  (without the  requirement  to  post  bond) restraining   the  Consultant  from  committing  any  violation of the  covenants  and obligations  contained  herein.   These injunctive remedies are cumulative and are in addition to any other rights and remedies the   Company may have at law or in equity. ( e) Voluntaey  Execution. Consultant  certifies  and  acknowledges that Consultant  has  carefully  read  all  of  the  provisions  of  this  Agreement,  that Consultant   understands and has voluntarily accepted such provisions, and that Consultant will fully   and faithfully comply with such provisions. 12. Electronic Deliveey. Nothing  herein  is intended to  imply a  right to  participate  in  any  of  the  Company's  equity  incentive  plans,  however,  if  Consultant  does  participate  in  such  plan(s),   the  Company  may ,  in  its  sole  discretion,  decide  to deliver  any  documents  related  to  Consultant ' s   participation in the  Company's  equity incentive  plan(s) by electronic  means or  to  request   Consultant's  consent to participate  in  such  plan(s)  by  electronic  means.  Consultant  hereby   consents to  receive such documents  by  electronic delivery  and  agrees,  if  applicable, to  participate   in  such plan(s) through  an  on - line or  electronic  system  established  and maintained  by  the   Company  or a  third  party  designated  by  the Company. 13. Miscellaneous . (a) Governing  Law .  The  validity ,  interpretation, construction  and  performance   of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of   the  parties hereto  shall  be  governed,  construed  and  interpreted in  accordance  with  the  laws  of  the   state  of  Nevada,  without  giving  effect to principles of conflicts  of  law.  Consultant  acknowledges   that  he may  not  have  the  rights  and  privileges under  applicable  Nevada law that  he  might   otherwise  have  under  the  applicable  laws of the  United Kingdom  with  respect  to  this  Agreement   which  he  hereby  knowingly  and  willingly waives. (b) Entire  Agreement. Except as  described  in  Section  Section 3,  this Agreement   sets  forth  the  entire agreement and  understanding  between  the  Company  and Consultant  relating   to  its  subject matter  and  merges  all  prior  discussions between  the  parties to  this  Agreement.  No   amendment  to  this  Agreement  will  be  effective  unless  in writing  signed  by  both  parties to  this   Agreement.  The  Company  shall  not  be  deemed  hereby  to  have  waived  any  rights  or  remedies  it   may have in law or equity , nor to have given any authorizations or waived any of its rights under   this  Agreement, unless,  and  only  to the  extent,  it  does  so  by  a  specific writing  signed  by  a  duly   authorized  officer of the Company.  Any  subsequent  change or  changes  in  Consultant's  duties,   obligations, rights or compensation will not affect the validity or scope of this Agreement. (c) Successors  and  Assigns . This  Agreement  will  be  binding  upon  Consultant  '  s   successors and  assigns , and will be for the benefit of the Company, its successors, and its assigns. (d) Notices. Any  notice,  demand  or  request  required or  permitted  to  be  given   under  this  Agreement shall  be  in  writing  and  shall  be  deemed  sufficient  when  delivered   personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S.   mail as  certified  or registered  mail  with  postage  prepaid,  addressed  to the party  to  be notified  at   such  party's  address as  set  forth  on  the  signature  page,  as  subsequently  modified  by  written  notice ,  or  if  no  address  is  specified  on  the  signature page,  at the  most  recent address  set  forth  in  the  Company's  books  and records. (e) Seyerability .  If  one  or more of  the  provisions  in  this  Agreement  are  deemed   void  or  unenforceable  to  any  extent  in  any  context,  such  provisions  shall  nevertheless  be   enforced to the fullest extent allowed by law in that and other contexts, and the validity and force  of the  remainder of  this  Agreement  shall  not  be  affected.  The  Company  and  Consultant  have  attempted  to  limit  Consultant ' s  right to  use,  maintain  and  disclose the  Company's  Confidential   Information,  and  to limit  Consultant ' s  right to solicit  employees and  customers  only  to  the  extent  neces s ary to  protect  the Company  from  unfair  competition.  Should a court of  competent   jurisdiction  determine that  the  scope of  the  covenants  contained  in  Section  9 and  11  exceed  the   maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the  court  should  reform,  modify  and  enforce the  provision to  such  narrower scope as  it  determines  to   be  reasonable and enforceable under  the circumstances  existing at  that  time.  In  the  event  that   any  court or government  agency of  competent jurisdiction  determines that,  notwithstanding  the   terms  of  the  Consulting Agreement  specifying  Consultant's  Relationship  with the  Company as



    	 



    	 



    



that  of  an  independent contractor,  Consultant's  provision of  services to  the  Company  is  not as  an   independent contractor  but  instead  as an  employee  under  the  applicable  laws,  then  solely to  the   extent  that  such  determination  is  applicable,  references  in  this  Agreement  to the  Relationship   between  Consultant  and  the  Company  shall  be  interpreted to  include  an  employment   relationship, and this Agreement  s hall  not  be  invalid  and  unenforceable  but  shall  be  read  t o  the   fullest extent as  may be  valid and enforceable  under  the  applicable  laws  to  carry  out  the  intent   and  purpose  of  this Agreement. (f) Remedies. Consultant acknowledges that  violation of  this Agreement  by   Consultant  may cause the Company  irreparable  harm ,  and  therefore Consultant  agrees that  the   Company  will  be  entitled to  seek  extraordinary  relief in court ,  including,  but  not  limited  to,   temporary restraining  orders ,  preliminary  injunction s  and  permanent  injunctions  without the   necessity of posting a bond or other s e curity (or, where such a bond or security is required , that a $1,000 bond will be adequate), in  addition to and without prejudice to any other rights or   remedies that the Company may have for a breach of this Agreement. (g) Advice  of Counsel .  CONSULTANT  ACKNOWLEDGES  THAT,  IN   EXECUTING  1HIS  AGREEMENT,  C ONSULTANT  HAS  HAD  THE  OPPORTUNITY TO   SEEK THE ADVICE OF INDEPENDENT LEGAL C OUNSEL , AND CONSULTANT HAS   READ  AND  UNDERSTANDS  ALL OF  THE  TERMS  AND  PROVISIONS  OF  THIS   AGREEMENT.  THIS  AGREEMENT SHALL  NOT BE  CONSTRUED  AGAINST  ANY   PARTY BY REASON OF THE DRAFTING  OR PREPARATION HEREOF. (h) Countei:pl!.JY .  This Agre e ment may  be  executed  in  any  number  of   counterparts , each of which when so executed and delivered shall be deemed an original , and all   of which  together  shall  constitute  one  and  the  same  agreement.  Execution of a facsimile or  scanned  copy  will  have  the  same  force  and  effect  as execution  of  an  original,  and a  facsimile or   scanned s ignature will be deemed an original  and valid signature. (i) Effective Date. Regardless of the date on which this Agreement is executed by   the parties hereto, the effective date of this Agreement is August 15, 2019. [Signature  Page Followsj SIGNATURES The  parties  have  executed  this  Confidential  Information  and  Invention  Assignment  Agreement   on the respective dates set forth below, to be effective as of  the Effective Date. THE COMPANY: RE NOVACARE , INC. By;  (Signature) Name: Jatinder (Jay) S. Bhogal   Title: Chief Operating Officer Address: RenovaCare , Inc. 9375 East Shea Blvd.,   Suite 107 - A Scottsdale ,  AZ  85260   Attention: Jay S. Bhogal   Facsimile: 604 - 336 - 8609 Email  Addre ss : jsbhogal @ renovacareinc . com CONSULTANT: ROBIN ROBINSON ,  PH.D .



    	 



    	 



    



 Title n!>tP Identifying Number nr      Bri,.fn,. mntinr (Signature) 20419 Peach Tree Road   Dickerson,  MD 20842 301 - 349 - 4035 (home) 240 - 330 - 9951 (mobile) Email: robinsorl@comcast.net EXHIBIT A TO THE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT   AGREEMENT DATED AUGUST 15, 2019 BY AND  BETWEEN   RENOVACARE,  INC.,  AND ROBIN  ROBINSON LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP   EXCLUDED  UNDER SECTION The  following  is  a list  of  all  Inventions  that, as  of  the  Effective  Date:  (A)  have  been   created by Consultant or on Consultant's behalf,  and/or (B) are owned exclusively by Consultant   or jointly by Consultant with others or in which Consultant has an interest, and that relate in any   way to any of  the  Company's  actual  or  proposed  businesses,  products,  services,  or  research  and   development, and which are not assigned to the Company hereunder: NONE Except as indicated above on this Exhibit A, Consultant has no inventions, improvements or   original works to disclose pursuant to Section 5(a) of this Agreement. Additional  sheets attached Signature of Consultant: Print Name of Consultant:  ROBIN ROBINSON Date:  August  15, 2019



    	 



    	 



    



1 EXHIBITB TO THE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT   AGREEMENT DATED AUGUST 15, 2019 BY AND  BETWEEN   RENOVACARE,  INC.,  AND  ROBIN ROBINSON TERMINATION CERTIFICATION This  is  to  certify  that  Consultant  does  not  have  in  Consultant's  possession,  nor has  Consultant   failed to return , any devices , records, data, notes, reports, proposals, lists, correspondence, specifications,   drawings,  blueprints,  sketches,  laboratory notebooks ,  flow  charts ,  materials ,  equipment,  other  documents   or  property ,  or  copies  or  reproductions  of  any  aforementioned  items  belonging  to  RenovaCare ,  Inc.,  a   Nevada corporation, its subsidiaries, affiliates,  successors or assigns (collectively, the "Qun.W!J!Y."). Consultant  further  certifies  that  Consultant  has  complied  with  all the  terms  of  the  Company's   Confidential  Information  and  Invention  Assignment  Agreement  (the  "Confidentiality  Agr:ttnWlt")  signed  by  Consultant, including the reporting  of  any  Inventions  (as  defined  therein),  conceived  or  made   by  Consultant  or  Consultant's  personnel  (solely  or  jointly with others)  covered  by  the  Confidentiality   Agreement ,  and  Consultant  acknowledges  Consultant's  continuing  obligations  under  the  Confidentiality   Agreement. Consultant  further  agrees  that,  in  compliance  with the  Confidentiality  Agreement,  Consultant  will   preserve  as  confidential  all  trade  secrets,  confidential  knowledge,  data  or  other  proprietary information   relating  to products, processes,  know - how, designs ,  formu las ,  developmental or  experimental  work ,   computer programs ,  data  bases,  other  original  works  of  authorship, customer  lists ,  business  plans ,   fmancial  information  or  other  subject  matter  pertaining  to  any  business  of  the  Company or  any  of  its   employees ,  clients ,  consultants  or licensees. Consultant  further  agrees  that  for  twelve  (12)  months  immediately  following  the  termination  of   Consultant's  Relationship  with  the  Company,  Consultant shall  not  either  directly  or  indirectly solicit  any   of  the  Company's  employees  or  consultants  to  terminate their relationship  with  the  Company,  or  attempt  to solicit employees or consultants of the Company, either for Consultant or for any other person or entity. Further ,  Consultant  agrees that  Consultant  shall  not  use  any  Confidential  Information of  the   Company to influence any of the Company's clients or customers from purchasing Company product s or   services  or  to  solicit  or  influence  or attempt to  influence  any  client,  customer or  other  person  either   directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation,   institution or other entity in competition with the business of the Company. CONSULTANT: - t>/1' - /Z - /, ROBIN ROBINSON (Signature) EXHIBITC TO  THE  CONFIDENTIAL  INFORMATION  AND INVENTION ASSIGNMENT AGREEMENT  DATED  AUGUST  15, 2019 BY AND  BE1WEEN   RENOVACARE,  INC., AND ROBIN ROBINSON LIST OF CONFLICTS AND AGREEMENTS PURSUANT TO   SECTION ll(b)



    	 



    	 



    



_ X _ No  conflicts _  X _  No  agreements  under  Section ll(b). Additional sheet s attached Consultant agrees: o/J - /2 - 19 (Signature) Print  Name: ROBIN  ROBINSON Date: August 15, 2019