Exhibit 10.1






Renovacare, inc.


 


Executive Services CONSULTING
AGREEMENT


 


This Executive Services Consulting Agreement
(this “Agreement”) is dated July 26, 2021 by and between RenovaCare, Inc., a Nevada corporation (the “Company”),
and Justin Frere, an individual residing in the State of California (“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 Consultant
agree as follows:


 


1.                 
Consulting Relationship. During the term of this Agreement, Consultant shall serve as the Company’s Chief Financial
Officer and, if requested by the Company’s Board of Directors, as its Corporate Secretary, and shall provide the 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.                 
Expenses. 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 Chairman, or its President and Chief Executive 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.


 






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4.                 
Term of Agreement. Consultant shall serve as a consultant to the Company commencing on the Effective Date (as defined
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 Consultant and the Company. In the event of such termination, Consultant shall
be paid for any portion of the Services that have been performed 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
Consultant’s notice of resignation from any and all directorships, officer positions, 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 that of an employee.


 


6.                 
Method of Provision of Services. Consultant shall provide the Services primarily from his place of business in California,
and from time to time, as required, in the Company’s offices elsewhere in the United States and in Canada.


 


(a)              
No Authority to Bind Company. 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. Consultant shall have full responsibility for all applicable taxes for all compensation paid to Consultant
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 proprietorship or other form of business
organization.


 


7.                 
Supervision 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 President and Chief Executive Officer or
Chairman. Consultant will be required to report to the Company’s Chief Executive Officer or Chief Operating Officer concerning
the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Chief
Operating Officer.


 


8.                 
Consulting or Other Services for Competitors. 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 of 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 determines 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 using the resources of a third party.


 






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9.                 
Confidential Information and Invention Assignment Agreement. As a condition to 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”).


 


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. Consultant will not knowingly infringe 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, 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 securities laws
of the United States. As such, 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,
except as otherwise permitted pursuant to the Company’s Insider Trading Policy, a copy of which has been provided to Consultant.
Without limiting the foregoing, Consultant agrees that during the term of this Agreement he will not, and will not direct any broker,
dealer or other individual on his behalf, to engage in any transactions related to the Company’s securities except in compliance
with applicable laws.


 






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12.       Company
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 files or messages on or using any of those systems
may be monitored or reviewed at any time without notice. Consultant further acknowledges that any property situated on the Company’s
premises 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. Upon (a) the termination of the Relationship for
any reason, or (b) the Company's request at any time during the term of this Agreement, Consultant shall upon request by the Company
(i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards,
security devices, Company credit cards, network access devices, computers, passwords, cell phones, smartphones, PDAs, pagers, fax
machines, equipment, speakers, webcams, devices, notebooks, manuals, reports, files, correspondence, reproductions, books, compilations,
work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives,
negatives and data and all Company documents and materials belonging to the Company 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 and stored in any fashion, including but not limited to those that constitute or contain any confidential
information or work product, that are in the possession or control of Consultant, whether they were provided to the Consultant
by the Company or any of its business associates or created by Consultant in connection with his engagement by the Company; and
(ii) delete or destroy all copies of any such documents and materials, regardless of the media on which such documents and materials
are stored, not returned to the Company that remain in Consultant’s possession or control, including those stored on any
non-Company devices, networks, storage locations, computers, thumb drives and media in the Executive's possession or control. Consultant
shall provide the Company with a letter certifying his compliance with the provisions of this Section 12.


 


13.       Representations
of Consultant; Absence of Conflicts. Consultant represents and warrants to the Company that (i) he is entering
into this Agreement voluntarily and that the engagement by the Company of Consultant and his compliance with the terms and conditions
hereof will not conflict with or result in the breach by Consultant of any agreement to which he is a party or by which he may
be bound, (ii) the engagement by the Company of Consultant, does not, and will not, violate any non-competition, non-solicitation
or other similar covenant or agreement by which either is or may be bound, (iii) Consultant has no outstanding commitments inconsistent
with any of the terms of this Agreement or the Services to be rendered hereunder, and (iv) in connection with the engagement by
the Company, Consultant will not use any confidential or proprietary information that may have obtained by him in connection with
his engagement with any prior employer or entity for whom he provided consulting services.


 


14.        Indemnification.


 


(a)Indemnification of Consultant
by the Company. The Company shall indemnify, defend and hold Consultant harmless from and against any and all liabilities,
obligations, losses, claims, damages, costs, charges or other expenses of any kind (including, but not limited to, reasonable attorneys’
fees and legal costs) (collectively, “Claims”) which arise out of or result from any breach or alleged breach
of this Agreement by the Company or incurred by Consultant in the performance of the Services unless such Claims arise out of or
result from a breach of this Agreement by Consultant.


 






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(b)       Indemnification
of Company by Consultant. Consultant shall indemnify, defend and hold harmless the Company, from and against any and all Claims
which arise out of, or result from, any breach or alleged breach of this Agreement, including, without limitation Section 6(b)
of this Agreement, by Consultant or any claim arising out of Consultant’s negligence or wanton or willful misconduct in the
performance of his obligations under this Agreement.


 


15.             
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 contemporaneous discussions, 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 cause 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 waiver of that provision as to that or any other instance.


 


(d)       Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its 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 obligations under this Agreement, except
with the prior written consent of the Company.


 


(e)       Notices.
Any notice or other communication required or permitted pursuant to this Agreement shall be in writing and addressed to the parties
to their respective addresses set forth on the signature page to this Agreement. or, to such other address or facsimile number
as either Party shall have furnished to the other in writing in accordance with this Section 15(e). Notices sent
in accordance with this Section 15(e) shall be deemed effectively given: (a) when received, if delivered by hand
(with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested);
(c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours
of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd)
Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.


 






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(f)       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 this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(g)       Construction.
This Agreement is the result of negotiations between and has been reviewed by 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 shall be construed
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 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 signature will be deemed an original and valid signature.


 


(i)        Interpretation.
For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall
be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c)
the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer
to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Exhibits and Schedules
refer to the Sections of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument, or other document
means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted
by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation
thereto and any regulations promulgated thereunder. Any Exhibits or Schedules referred to herein shall be construed with,
and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.


 


(j)       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 such 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.


 


(k)       Currency.
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.


 






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(l)       Voluntary
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.


 


(m)       Public
Comment.  The Consultant, during the Consulting Period and at all times thereafter, shall not make any derogatory
comment concerning 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 Consultant. Notwithstanding anything to the contrary herein, Consultant understands that nothing in this Agreement restricts
or prohibits Consultant from initiating communications directly with, responding to any inquiries 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 lawsuit 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).


 


(n)       Advice
of Counsel. Consultant acknowledges THAT, IN EXECUTING THIS AGREEMENT, Consultant
Has HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, 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.


 


(o)       Effective
Date. Regardless of the date on which this Agreement is executed by the parties hereto, this Agreement shall be retroactive
to and effective as of April 1, 2021.


 .


 


(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 California without giving effect to principles of conflicts of law.


 


[Signature Page Follows]


 






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SIGNATURES


 


The parties have executed this Agreement as of the date first written
above.


 


the company:


 


renovacare, Inc.


 


 


By:    /s/ Kaiyo
Nedd            


(Signature)


 


Name: Dr. Kaiyo Nedd


Title: President and Chief Executive Officer


 


Address:



RenovaCare, Inc.


9375 East Shea Blvd., Suite 107-A


Scottsdale, AZ 85260


Attention: Dr. Kaiyo Nedd


Email Address: knedd@renovacareinc.com


 


 


CONSULTANT:


 


JUSTIN FRERE


 


 


 


   /s/  Justin Frere                  

(Signature)


 


Address:


1247 10th Street


Los Osos, CA 93402


 


Email: justinfrere@gmail.com


 


 






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EXHIBIT A


 


TO THE RENOVCARE, INC.—JUSTIN FRERE


EXECUTIVE SERVICES CONSULTING AGREEMENT


DATED JULY 26, 2021


(THE “CONSULTING AGREEMENT”)


_


****


 


 


All capitalized terms used in this Exhibit and not otherwise defined
shall have the meaning ascribed to such term in the Consulting Agreement.


 


DESCRIPTION OF CONSULTING
SERVICES


 


1.                 
Description of Duties.


 


Subject to the direction of the Company’s Chairman or its President and Chief Executive
Officer, the Consultant’s services, duties and responsibilities hereunder, shall be those generally associated with the office
of Chief Financial Officer, and shall include, without limitation, the following:


 


		·	Execute the financial strategy of the Company;



		·	Participate in meetings with investment bankers and investors;



		·	Assist in the preparation of investor decks;



		·	Manage financial controls and accounting procedures;



		·	Ensure full transparency over the financial performance of the Company;



		·	Effectively and clearly communicate potential risks in a timely manner;



		·	Propose action plans to ensure that annual financial objectives are attained;



		·	Support the CEO and Chairman with the preparation of monthly and annual financial plans;



		·	Oversee the preparation and filing of the Company’s periodic reports, including but not limited to Form10-K and Form
10-Q with the Securities and Exchange Commission;



		·	Coordinate and produce all tax documentation as required;



		·	Attend and record minutes of all board and committee meetings; facilitate
board communications;



		·	Maintain key corporate documents and records;



		·	Responsible for corporate disclosure and compliance with state corporation laws, stock exchange
listing standards and SEC reporting and compliance.



 


Consultant shall perform the Services in compliance with applicable laws, rules and regulations
and in such manner so that the results are satisfactory to the Company.


 


 


 



    	 		 



     


    







 


2.                 
Place of Services.


 


The Company anticipates that Consultant will perform his services principally from Consultant’s
offices located in Los Osos, California.


 


3.                 
Code of Ethics.


 


Consultant agrees to abide by the Code of Ethics and Business Conduct, a copy of which
is attached as Appendix 1 to this Exhibit A hereto.


 


 


 






    	 		 



     


    




 


APPENDIX 1 TO EXHIBIT A


TO THE RENOVACARE, INC.—JUSTIN FRERE


CONSULTING AGREEMENT


DATED


JULY 26, 2021


RenovaCare, Inc.


 


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 “Company.”)


 


RenovaCare is proud of its reputation for integrity
and honesty and is committed to these core values. Personal responsibility is at the core of the Company’s principles and
culture. RenovaCare’s reputation depends on you maintaining the highest standards 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 business-related
endeavor, you must follow 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, rules and regulations related to Company activities is mandatory
and your conduct must be such as to avoid even the appearance of impropriety. Failure to so comply could result 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. 


 






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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 also 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.


 






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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, information 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 assistance 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.


 






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Insider Trading


 


It is unlawful to buy or sell securities on
the basis of material, non-public information (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 securities
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 disclosed to the public. Generally, information is considered disclosed to the public if it has been published
in newspapers or other media, has been the subject 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 steps 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 sanctions, 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 types of financial products and services.


 






    	 	4	 



     


    




 


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.


 


The 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, arranging for utility hookups or the like, where the practice is usual or customary in the country concerned.


 


While the law allows certain payments 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 transaction is approved in advance by the General Counsel or a designee.
You should make every effort to eliminate or minimize such payments. If such payments are approved, they must be properly recorded
in the Company’s books and records.


 






    	 	5	 



     


    




 


RenovaCare and its associates will not directly
or indirectly engage in bribery, kickbacks, payoffs or other corrupt business practices, 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 ensure 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 to 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 fully 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


 






    	 	6	 



     


    




 


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 of RenovaCare 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, trademarks 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
special 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 relies
on technology to conduct daily business. Software is provided to enable you to perform your job and is covered by federal copyright
laws. You cannot duplicate, distribute or lend software to anyone unless permitted by the license agreement.


 






    	 	7	 



     


    




 


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 should act at all times as if you are representing
RenovaCare to the public, and should preserve RenovaCare’s system security 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, perform the work publicly, or display the work publicly.


 


Copyright laws may protect items posted on a website. Unless a website
grants permission to download the Internet content you generally only have the legal right to view the content. If you do not have
permission 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.


 






    	 	8	 



     


    




 


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 to the Chief Executive
Officer, the Chief Financial Officer or the Corporate Ethics & 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 supervisory authority over the employee about suspected fraud may file a complaint with the Department
of Labor, or in federal court if the Department of Labor does not take action.


 


Responding to Improper Conduct


 


This Code will be enforced on a uniform basis for everyone without
regard to his or her position. Violators of this Code will be subject to disciplinary action. Supervisors and managers of a disciplined
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.


 






    	 	9	 



     


    




  


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
violations 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 modification of this Code that applies to an officer or director of the Company, the amendment or modification shall be made
publicly available.


 


 



    	 	10	 



     


    







 


Annex A


To


RENOVCARE, INC.


 


Amended Code of Corporate
Governance And Ethics


 


Provisions Related to Directors


 


 


1. Responsibilities and 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 Management


 


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.


 






    	 	11	 



     


    




 


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. In 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 family
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.


 






    	 	12	 



     


    

 


7. Term Limits for Board Members


 


There is no time term-limit for service to the
Board, nor does the Board believe that a term 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 garner 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 Directorships


 


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 Option Grants and Cash Compensation


 


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.


 






    	 	13	 



     


    




 


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
management.


 


 


 






    	 	14	 



     


    




 


Acknowledgment


of


 


Receipt Of Code of Corporate
Governance And Ethics




 


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 concerning 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.


 


 


 


 


	
         

         

         

        Signature:
	
         

         

         

             /s/ Justin Frere
	 	
         

         

         

        Date: July 26, 2021

	 	 	 	 	 	 
	Name (print):	  Justin Frere	 	 
	 	 	 	 	 	 
	Title:	 Chief Financial Officer & Secretary	 	 	 	 
	 	 	 	 	 	 


 


 



    	 		 



     


    







 


EXHIBIT B


 


TO THE RENOVCARE, INC.—JUSTIN FRERE


EXECUTIVE SERVICES CONSULTING AGREEMENT


DATED JULY 26, 2021


(THE “CONSULTING AGREEMENT”)


_


****


 


 


All capitalized terms used in this Exhibit and not otherwise defined
shall have the meaning ascribed to such term in the Consulting Agreement.


 


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. Consultant shall receive $10,000.00 monthly payable in accordance with the Company’s standard
payroll practice. Consultant will provide a written summary of services provided for any month if requested by the Company.


 


 


2.        Equity
Compensation. Subject to the execution and delivery of a stock option agreement governing the terms of the Stock Option
(as defined below) Consultant shall receive an option, pursuant to the Company’s 2013 Long-Term Incentive Plan, to purchase
up to 50,000 shares of the Company’s common stock (the “Stock Option”), at a purchase price equal to the
closing price of the Company’s common stock as reported on the OTC Markets Pink Current Information on the date of the grant
of the Stock Option by the Company’s Board of Directors (the “Date of Grant”) The Stock Option shall vest
as to 25,000 shares on the Date of Grant and as to the balance on the 6 month anniversary date of the Date of Grant. The Stock
Option shall also contain such additional terms and conditions as the Company’s Board of Directors may deem appropriate,
including the option to exercise on “a net issue” or “cashless” basis
at any time prior to the Company’s listing of any of its securities for trading on a national stock exchange.



 


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]


 


 



    	 		 



     


    




 


EXHIBIT C


 


 


TO THE RENOVCARE, INC.—JUSTIN FRERE


EXECUTIVE SERVICES CONSULTING AGREEMENT


DATED JULY 26, 2021


(THE “CONSULTING AGREEMENT”)


_


****


 


 


All capitalized terms used in this Exhibit and not otherwise defined
shall have the meaning ascribed to such term in the Consulting Agreement.


 


ALLOWABLE Expenses


 


 


 


The Company shall reimburse Consultant for
reasonable costs associated with 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.


 


 



    	 		 



     


    







 


EXHIBIT D


 


 


TO THE RENOVCARE, INC.—JUSTIN FRERE


EXECUTIVE SERVICES CONSULTING AGREEMENT


DATED JULY 26, 2021


(THE “CONSULTING AGREEMENT”)


_


****


 


 


All capitalized terms used in this Exhibit and not otherwise defined
shall have the meaning ascribed to such term in the Consulting Agreement.


 


Confidential information
and

invention assignment agreement


 


[Attached]


 


 


 



    	 		 



     


    




 





RENOVACARE, INC.


 


Confidential
Information and Invention Assignment Agreement dated July 26, 2021 by and between RenovaCare, Inc. and Justin Frere (this “Agreement”)



 


As a condition of becoming retained (or Consultant’s
consulting relationship being continued) by RenovaCare, Inc., a Nevada corporation, 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 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 of this Agreement, is referred to herein as the “Relationship.”


 


2.                 
Applicability 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 information during the term 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.                 
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 of Information. Consultant understands that during the Relationship, the Company intends to provide
Consultant with certain information, including Confidential Information (as defined below), without which Consultant would not
be able to perform Consultant’s duties to the Company. 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 not disclose to any person, firm, 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.


 


(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 protectable. 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 names, 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.


 


(c)              
Third Party Information. Consultant’s agreements in this Section 4 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.


 






    	 	-2-	 



     


    




 


(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 of 2016 (“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 of law; 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 of law
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.


 


5.                 
Ownership of Inventions.


 


(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 Consultant
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. Consultant further understands that Consultant must
receive the formal approval of the Company before commencing Consultant’s Relationship with the Company.


 


(b)              
Use or Incorporation of Inventions. 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 5(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.


 






    	 	-3-	 



     


    




 


(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 5(g) below. 


 


(d)              
Assignment of Company 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 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, “Moral
Rights”). 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 term 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, perform, 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)              
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 election 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 as provided for in Section 6 and Section 8.


 






    	 	-4-	 



     


    




 


(f)               
Intellectual Property Rights. Consultant shall assist the Company, or its designee, at the Company’s
expense, in every proper way in securing the Company’s, or its designee’s, rights in the Company Inventions and any
copyrights, 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 that the Company,
or its designee, shall deem necessary in order to apply for, obtain, maintain and transfer, or if not transferable, waive and never
assert such rights, and in order to assign and convey to the Company or its designee, and any successors, 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 instrument 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 Company 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 subsequent incapacity.


 


(g)              
Exception to Assignments. Subject to the requirements of applicable state law, if any, Consultant understands
that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company
do not apply to, any invention that qualifies fully for exclusion under the provisions of applicable state law, if any, attached
hereto as Exhibit B. In order to assist in the determination of which inventions qualify for such exclusion,
Consultant will advise the Company promptly in writing, during and for a period of twelve (12) 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 in connection with, or as a result of, the Services performed for the Company during the period
of the Relationship.


 


6.                 
Company 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 files or messages on or using
any of those systems may be monitored or reviewed at any time without notice. Consultant further acknowledges that any property
situated on the Company’s premises 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. Upon (a) the termination
of the Relationship for any reason, or (b) the Company's request at any time during the term of this Agreement, Consultant shall
upon request by the Company (i) provide or return to the Company any and all Company property, including keys, key cards, access
cards, identification cards, security devices, Company credit cards, network access devices, computers, passwords, cell phones,
smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, devices, notebooks, manuals, reports, files, correspondence,
reproductions, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information
storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company 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 and stored in any fashion, including but not limited to those that constitute
or contain any confidential information or work product, that are in the possession or control of Consultant, whether they were
provided to the Consultant by the Company or any of its business associates or created by Consultant in connection with his engagement
by the Company; and (ii) delete or destroy all copies of any such documents and materials, regardless of the media on which such
documents and materials are stored, not returned to the Company that remain in Consultant’s possession or control, including
those stored on any non-Company devices, networks, storage locations, computers, thumb drives and media in the Executive's possession
or control. Consultant shall provide the Company with a letter certifying his compliance with the provisions of this Section
6.


 






    	 	-5-	 



     


    




 


7.                 
 At the time of termination of the Relationship, 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.


 


8.                 
Termination Certification. In the event of the termination of the Relationship, Consultant shall sign and
deliver the “Termination Certification” attached hereto as Exhibit C; however, Consultant’s
failure to sign and deliver the Termination Certification shall in no way diminish Consultant’s continuing obligations under
this Agreement.


 


9.                 
Notice to Third Parties. During the periods of time during which Consultant is restricted in taking certain
actions by the terms of Section 10 of this Agreement (the “Restriction Period”), Consultant shall
inform any entity or person with whom Consultant may seek to enter into a business relationship (whether as an owner, employee,
independent contractor or otherwise) of Consultant’s contractual obligations under this 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 this Agreement. Upon written request by the Company, Consultant
will respond to the Company in writing regarding the status of Consultant’s engagement or proposed engagement with any party
during the Restriction Period.


 


10.             
Solicitation of Employees, 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 use or disclose such Confidential Information except as authorized by the Company in advance
in writing. Consultant further agrees as follows:


 


(a)              
Employees, 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.


 






    	 	-6-	 



     


    




 


(b)              
Other Parties. During the term of the Relationship, Consultant will not influence any of the Company’s
clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence
any client, licensor, 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.


 


11.             
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.


 


12.             
Representations and 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 terms 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 or 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 inventions, 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 D
all 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 Company, 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 oral agreement that conflicts with the provisions of this Agreement.


 


Consultant further represents that Consultant
does not presently perform or intend to perform, during the term of the Consulting Agreement, consulting or other services for,
and Consultant is not presently employed by and has no intention of being employed by, companies whose businesses or proposed businesses
in any way involve products or services that 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 Consulting Agreement (except for those companies,
if any, listed on Exhibit D attached hereto). If, however, Consultant decides to do so, Consultant agrees that,
in advance of accepting such employment or agreeing to perform such services, Consultant will promptly notify the Company in writing,
specifying the organization to which Consultant proposes to render services, and provide information sufficient to allow the Company
to determine if such work would conflict with the interests of the Company.


 






    	 	-7-	 



     


    




 


(c)              
Voluntary 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.


 


13.             
Electronic Delivery. 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.


 


14.             
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 California without giving effect to principles of conflicts of law.


 


(b)              
Entire Agreement. Except as described in 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 or other communication required or permitted pursuant to this Agreement shall be in writing
and addressed to the parties to their respective addresses set forth on the signature page to this Agreement. or, to such other
address or facsimile number as either Party shall have furnished to the other in writing in accordance with this Section
14(d). Notices sent in accordance with this Section 14(d) shall be deemed effectively given: (a) when received,
if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during
normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d)
on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.


 






    	 	-8-	 



     


    

 





(e)              
Severability. 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 necessary to protect the Company from unfair competition. Should a
court of competent jurisdiction determine that the scope of the covenants contained in Section 10 exceeds 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 shall not be invalid and unenforceable
but shall be read to 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 injunctions and permanent injunctions without the necessity of posting a
bond or other security (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
THIS AGREEMENT, Consultant Has HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, 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)              
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 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 signature
will be deemed an original and valid signature.


 






    	 	-9-	 



     


    

 


 


 


[Signature Page Follows]


 


 


 


 


 






    	 	-10-	 



     


    







 


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
first above written.


 


the company:


 


Renovacare, inc.


 


 


 


By /s/ Kaiyo Nedd                                                                           


(Signature)


Name: Dr. Kaiyo Nedd


Title: President and Chief Technology Officer


Address:


 


 


RenovaCare, Inc.


9375 East Shea Blvd., Suite 107-A


Scottsdale, AZ 85260


Attention: Dr. Kaiyo Nedd


Email Address: knedd@renovacareinc.com


 


Date: July 26, 2021


 


 


Consultant:


 


 


Justin Frere

(Print Name)


 


/s/ Justin Frere                                                                                 



(Signature)


 


Address:


1247 10th Street, Los Osos, CA 93402






Email: justinfrere@gmail.com


Date: July 26, 2021


 









    	 		 



     


    

 


EXHIBIT A


 


 


TO THE


CONFIDENTIAL
INFORMATION AND INVENTION ASSIGNMENT AGREEMENT DATED JULY 26, 2021 


BY AND BETWEEN



RENOVACARE,
INC. AND JUSTIN FRERE (“CONFIDENTIALITY AGREEMENT”).


 


***


 


 


LIST
OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED UNDER SECTION 5(a)


 


Capitalized terms
used in this Exhibit that are not otherwise defined shall have the meaning ascribed to such term in the Confidentiality Agreement.


 


 


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:


 


	

        Title        	

   Date   	Identifying Number

or Brief Description
	 	 	 


 


 


Except as indicated above on this Exhibit, Consultant has no inventions, improvements
or original works to disclose pursuant to Section 5(a) of this Agreement.


 


___ Additional sheets attached


 


Signature of Consultant: /s/ Justin Frere     


 


Print Name of Consultant: Justin Frere         


 


Date: July 26, 2021


 


 



    	 		 



     


    




 


EXHIBIT B


 


TO THE


CONFIDENTIAL
INFORMATION AND INVENTION ASSIGNMENT AGREEMENT DATED JULY 26, 2021 


BY AND BETWEEN



RENOVACARE,
INC. AND JUSTIN FRERE (“CONFIDENTIALITY AGREEMENT”).


 


 



 


 


STATEMENT OF CALIFORNIA LAW


 


 


 


Section 2870 of the California Labor Code is as follows:


 


(a)       Any provision in an
employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention
to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using
the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:


 


(1)       Relate at the time of
conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research
or development of the employer; or


 


(2)       Result from any work performed
by the employee for the employer.


 


(b)       To the extent a provision
in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.


 






    	 		 



     


    

 





EXHIBIT  C


 


 


 


TO THE


CONFIDENTIAL
INFORMATION AND INVENTION ASSIGNMENT AGREEMENT DATED JULY 26, 2021 


BY AND BETWEEN



RENOVACARE,
INC. AND JUSTIN FRERE (“AGREEMENT”).


 


***


 


 


 


Capitalized terms
used in this Exhibit that are not otherwise defined shall have the meaning ascribed to such term in the Confidentiality Agreement.


 


 


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 “Company”).


 


Consultant further certifies that Consultant
has complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality
Agreement”) 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, formulas, developmental or experimental work,
computer programs, data bases, other original works of authorship, customer lists, business plans, financial 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.


 






    	 	1	 



     


    

 





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 products 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.


 


Date:                                                                          
Consultant:


 


 
                                  


Justin Frere


 


 


 






    	 	2	 



     


    




 


EXHIBIT D


 


LIST OF COMPANIES

EXCLUDED UNDER


 


SECTION 12(b)


 


 


 


 


 


 


___ None


 


___ No conflicts


 


___ No agreements under Section 12(b)


 


___ Additional sheets attached


 


Consultant certifies the foregoing:


 


Signature of Consultant: /s/ Justin Frere


 


Print Name of Consultant: Justin Frere


 


Date: July 26, 2021


 





 





 

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