Exhibit
10.1


 


ENGAGEMENT
AGREEMENT


 


 


CONFIDENTIAL


 


May
26, 2016


 


David
R. Koos, Ph.D., DBA


Chairman
& Chief Executive Officer


Regen
Biopharma, Inc.


4700
Spring Street


Suite
304


La
Mesa, CA 91942


 


RE:
Engagement of Objective Capital Partners


 


Dr.
Koos,


We
are pleased that you wish to retain Objective Capital Partners as your exclusive investment banker in connection with the possible
Strategic Development Partnership (as defined below) and potential Sale (as defined below) of the Company.





Engagement
Functions:


		•	Contact
                                         and screen a targeted group of suitable high-fit strategic development partners and potential
                                         acquirers that are pre-approved by the Company;



		•	Solicit
                                         indications of interest from interested strategic development partners and acquirers
                                         (including execution of non-disclosure agreements with such parties) and assist the Company
                                         in evaluating and comparing formal offers to establish a strategic development partner
                                         relationship and/or acquire the Company;



		•	Prepare
                                         the marketing documents (as defined below);



		•	Collaboratively
                                         work with the Company in negotiating the most favorable price and terms with other potential
                                         strategic development partners and acquirers;



		•	Lead
                                         the due diligence process;



		•	Review
                                         the business terms of legal documents prepared in connection with a partnership or transaction;



		•	Negotiate
                                         a mutually agreeable partnership or sale agreement that achieves the Company’s
                                         shareholders’ objectives; and



		•	Assist
                                         in resolving differences that often arise during the closing process and otherwise assist
                                         in closing a partnership or sale of the Company.







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This
agreement (the “Agreement” or the “Engagement Agreement”) is to confirm our understanding of the basis
upon which Objective Capital Partners, LLC., a Delaware limited liability corporation, (“OCP”) and BA Securities,
LLC, a Pennsylvania Limited Liability Company, (“BAS”) (member FINRA/SIPC) are being engaged by Regen Biopharma, Inc.
(together with any other affiliates, and present and future subsidiaries, individually and collectively, the “Company”)
to provide the services described herein. OCP and BAS are collectively, defined herein as the “Advisor”.


		1.	Financial
                                         Advisory & Investment Banking Services. The Company hereby engages Advisor as
                                         the Company’s sole and exclusive agent for the purpose of (a) identifying opportunities
                                         for a Partnership (“Partnership”) (as defined below) and the “Sale”
                                         (as defined below) of the Company (either a Partnership or a Sale being referred to herein
                                         as “Transaction”); (b) advising the Company concerning opportunities for
                                         such Partnership and Sale and (c) as requested by the Company, participating on the Company’s
                                         behalf in negotiations concerning such Partnership or Sale.






		(a)	List.
                                         In connection with our engagement, Advisor and the Company will jointly develop a list
                                         (the “List”) of entities that might be potential partners with the Company
                                         or purchasers of the Company and/or any of its businesses, securities or assets in a
                                         Sale. The List shall consist of each prospective partner and purchasers of the Company
                                         which, during the term of this engagement, (i) contacts Advisor with respect to the Company,
                                         (ii) is contacted by Advisor on behalf of the Company, (iii) is provided Documents (as
                                         defined below) by the Company or Advisor or (iv) engages in discussions with the Company
                                         about a Partnership or Sale. In this regard, the Company shall furnish to Advisor the
                                         names of all parties with which the Company has had contact within the last 48 months
                                         regarding a Partnership or Sale prior to Advisor’s engagement hereunder, and shall
                                         also refer to Advisor all parties who contact the Company during the term hereof regarding
                                         a Partnership or Sale of the Company. All such parties shall be included on the List.
                                         As required, Advisor will initiate and coordinate discussions with potential partners
                                         and purchasers, participate in the negotiation of possible transactions and advise the
                                         Company as to negotiating strategy and other matters in connection therewith.



 


		(b)	Materials.
                                         The Company will furnish Advisor with all information and material regarding the Company
                                         and any proposed Partnership and Sale as Advisor may request in connection with the performance
                                         of its obligations hereunder. Advisor will assist the Company in preparing a document
                                         or documents (collectively, “Documents”) to describe the Company and its
                                         management and financial status for use in discussions with prospective partners and
                                         purchasers. The Company represents and warrants that all information made available to
                                         Advisor by the Company or contained in the Documents will, at all times during the period
                                         of the engagement of Advisor hereunder, be complete and correct in all material respects
                                         and will not contain any untrue statement of a material fact or omit to state a material
                                         fact necessary in order to make the statements therein not misleading in light of the
                                         circumstances under which such statements are made.



 


		(c)	Representations.
                                         The Company further represents and warrants that any projections provided to Advisor
                                         or contained in the Documents will have been prepared in good faith and will be based
                                         upon assumptions which, in light of the circumstances under which they are made, are
                                         reasonable. The Company acknowledges and agrees that in rendering its services hereunder,
                                         Advisor will be using and relying upon, without any independent investigation or verification
                                         thereof, all information that is or will be furnished to Advisor by or on behalf of the
                                         Company and on publicly available information, and Advisor will not in any respect be
                                         responsible for the accuracy or completeness of any of the foregoing kinds of information
                                         (included in the Documents or otherwise), and that Advisor will not undertake to make
                                         an independent appraisal of any of the assets of the Company. The Company understands
                                         that in rendering services hereunder Advisor does not provide accounting, legal or tax
                                         advice and will rely upon the advice of counsel to the Company and other advisors to
                                         the Company as to accounting, legal, tax and other matters relating to any transaction
                                         or proposed transaction contemplated by this Agreement. The Company represents and warrants
                                         that “Securities” (as defined in the Securities Exchange Act of 1934 or the
                                         rules and regulations promulgated there under) offered in connection with a refinancing,
                                         recapitalization or Sale of the Company will be exempt from registration under the Securities
                                         Act of 1933, and that the Company will make all appropriate filings required by applicable
                                         federal and state securities commissions or authorities.







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		(d)	Entire
                                         Agreement. The Company will cause the definitive agreements relating to any Partnership
                                         or Sale to include an “entire agreement,” “integration,” or similar
                                         clause, which in substance provides that such agreements and any ancillary agreements
                                         referenced therein contain the entire agreement between the parties with respect to the
                                         Partnership or Sale and that they supersede all prior agreements, understandings, promises,
                                         undertakings, representations, and warranties, whether written or oral, made by or on
                                         behalf of the parties to one another relating to the Partnership or Sale. The Company
                                         agrees that (i) any representations, warranties or agreements made or given by the Company
                                         to any 3rd party in any Partnership or Sale shall also extend to and for the benefit
                                         of the Advisor as investment bankers and (ii) Advisor may rely on any representations,
                                         warranties or agreements made or given by any 3rd party to the Company in any Partnership
                                         or Sale.



 


		(e)	Third
                                         Party. The Company understands and agrees that Advisor will act as a third party agent
                                         in the Sale and agrees that, in connection therewith, Advisor will use its "best
                                         efforts" to facilitate the Sale and, if applicable, place any Securities (as defined
                                         in the Securities Exchange Act of 1934 or the rules and regulations promulgated there
                                         under) associated with the Sale. This letter agreement shall not give rise to any express
                                         or implied commitment by Advisor to purchase or place any of the Securities (as defined
                                         in the Securities Exchange Act of 1934 or the rules and regulations promulgated there
                                         under).



 


		(f)	BAS.
                                         It is expressly agreed and understood by the Company and Advisor that OCP will not perform
                                         any services in connection with this Agreement that would require OCP, LLC to be registered
                                         as a FINRA/SEC registered Broker/Dealer. All such services will be performed exclusively
                                         by BAS.



 


		2.	Partnership
                                         and Sale Transactions. For purposes of this Agreement:



		(g)	A
                                         “Partnership” shall mean any relationship, transaction or series or combination
                                         of related transactions, whereby, directly or indirectly, control of or a material interest
                                         in the Company’s intellectual property rights, products, or related assets are
                                         transferred or shared for consideration, including, without limitation, licensing of
                                         intellectual property for product development or commercialization purposes, distribution
                                         rights, the formation of a joint venture, minority investment or partnership, or any
                                         similar transaction.



 


		(h)	“Partnership
                                         Consideration” shall mean the total value of all cash (including escrowed funds),
                                         securities, other property and any contingent, earned or other consideration paid or
                                         payable, directly or indirectly, by a partnering party to the Company or to a participant
                                         in the transaction in connection with a Partnership. The value of any such securities
                                         (whether debt or equity) or other property or items of value shall be determined as follows:
                                         (i) the value of securities that are freely tradable in an established public market
                                         shall be the last closing market price of such securities prior to the public announcement
                                         of the Sale; and (ii) the value of securities which are not freely tradable or which
                                         have no established public market, or if the Partner Consideration utilized consists
                                         of property other than securities, the value of such securities or other property shall
                                         be the fair market value thereof (without any discount for minority interest or non-marketability).
                                         Partner Consideration shall also include upfront and ongoing licensing payments and the
                                         value of any consulting, severance or employment agreements received by the shareholders
                                         of the Company from the partnering party in excess of their historical salary levels,
                                         and the value of any payments to be received by the principals of the Company for entering
                                         into non-compete, no-shop, standstill or similar agreements. If any Partner Consideration
                                         to be paid is computed in a foreign currency, the value of such foreign currency shall,
                                         for purposes hereof, be converted into U.S. Dollars at the prevailing exchange rate on
                                         the date or dates on which such Partner Consideration is paid.







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		(i)	A
                                         “Sale” shall mean any transaction or series or combination of related transactions,
                                         other than in the ordinary course of trade or business, whereby, directly or indirectly,
                                         control of or a material interest in the Company or any of its businesses (a “Business”),
                                         securities or assets is transferred for consideration, including, without limitation,
                                         a sale or exchange of capital stock or assets, a lease of assets with or without a purchase
                                         option, a licensing arrangement, a merger or consolidation, a recapitalization, a tender
                                         or exchange offer, a leveraged buy-out, the formation of a joint venture, minority investment
                                         or partnership, or any similar transaction. For purposes of the foregoing, “control”
                                         means the possession, directly or indirectly, of the power to direct or cause the direction
                                         of the management and business of the Company, whether through the ownership of voting
                                         securities, by contract or otherwise.



 


		(j)	Except
                                         as provided in subsection 2(e) below, “Sale Consideration” shall mean the
                                         total value of all cash (including escrowed funds), securities, other property and any
                                         contingent, earned or other consideration paid or payable, directly or indirectly, by
                                         an acquiring party to a selling party or to a participant in the transaction in connection
                                         with a Sale. The value of any such securities (whether debt or equity) or other property
                                         or items of value shall be determined as follows: (i) the value of securities that are
                                         freely tradable in an established public market shall be the last closing market price
                                         of such securities prior to the public announcement of the Sale; and (ii) the value of
                                         securities which are not freely tradable or which have no established public market,
                                         or if the Sale Consideration utilized consists of property other than securities, the
                                         value of such securities or other property shall be the fair market value thereof (without
                                         any discount for minority interest or non-marketability). Sale Consideration shall also
                                         include the face value of any indebtedness (except to trade creditors) to which the Sale
                                         of the Company is subject or to which the Company remains obligated, or indebtedness
                                         that is assumed in connection therewith, and the value of any consulting, severance or
                                         employment agreements received by the shareholders of the Company in excess of their
                                         historical salary levels, and the value of any payments to be received by the principals
                                         of the Company for entering into non-compete, no-shop, standstill or similar agreements.
                                         In the case of a recapitalization, Sale Consideration shall include the aggregate amount
                                         of indebtedness incurred or equity raised by the Company or a successor thereof in connection
                                         with such recapitalization. If a Sale of the Company is structured such that it involves
                                         a direct or indirect transfer of more than half of the outstanding equity interests in
                                         the Company, the Sale Consideration involved in that transaction shall be deemed increased
                                         to include the value of any equity interests in the Company that are not transferred
                                         in the transaction by the owners thereof, with such value calculated at the price or
                                         implied price per share paid for or with respect to interests of the same class in the
                                         transaction (without any discount for minority interest or for non-marketability). If
                                         any Sale Consideration to be paid is computed in a foreign currency, the value of such
                                         foreign currency shall, for purposes hereof, be converted into U.S. Dollars at the prevailing
                                         exchange rate on the date or dates on which such Sale Consideration is paid.



 


		(k)	If
                                         the Sale of the Company is structured in such a way as to provide for the transfer of
                                         only part of the assets of the Company or one or more of the Businesses of the Company
                                         and the retention of other assets or Business(es), including, but not limited to, cash,
                                         cash equivalents, investments, inventories and receivables, such retained assets or Businesses
                                         shall be deemed to be part of the Sale Consideration received in connection with the
                                         Sale of the Company, as follows: (A) with respect to investments, in an amount equal
                                         to the market value of such investments, (B) with respect to inventories and receivables,
                                         in an amount equal to the book value thereof, and (C) with respect to any other assets
                                         or Businesses, in an amount to be reasonably determined by the parties.







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		3.	The
                                         Company may refuse to discuss or negotiate a Partnership or Sale with any party for any
                                         reason whatsoever and may terminate negotiations with any party at any time.






		4.	Compensation.
                                         As compensation for the services rendered by Advisor hereunder, the Company shall pay
                                         or cause BAS to be paid as follows:



		(a)	Retainer.
                                         Company will pay BAS a monthly retainer of $10,000 each month of this engagement (each
                                         a “Retainer”), with payment of the first Retainer due upon signature of the
                                         Agreement. The Retainers will be due and payable in cash by wire transfer or check, shall
                                         be earned when paid, and shall be non-refundable. All Retainers paid to BAS will be 100%
                                         credited against any Transaction Fee payable to BAS.



		(b)	Success
                                         Fee. If a Partnership or Sale occurs or a future Sale or Partnership is agreed through
                                         an option or other similar agreement with any party on the List (or which should have
                                         been included by the Company on the List) during the term of Advisor’s engagement
                                         hereunder, or, subject to the conditions set forth herein, at any time during a period
                                         of 12 months following the effective date of termination of Advisor’s engagement
                                         hereunder, then, in accordance with the payment schedule described below, upon consummation
                                         of a Sale, the Company shall pay to BAS the greater of (a) $250,000 or (b) 3% of the
                                         Sale Consideration involved in the Sale (“Sale Fee”), and upon consummation
                                         of a Partnership, the Company shall pay to BAS a transaction fee equal to 5% of the Partnership
                                         Consideration involved in the Partnership (“Partnership Fee”), (collectively
                                         referred to herein as the “Success Fee”).



Provided
that, if a Partnership transaction occurs, followed by a Sale of the Company to the same or related entity that participated in
the Partnership, an incremental fee shall be paid to BAS shall be 3.0% of the Sale Consideration received by the Company and its
shareholders.


Notwithstanding
the foregoing, recognizing the Company’s need for investment capital during the duration of this engagement and to avoid
any potential conflict or misunderstanding, no fee shall be payable on capital raised by the Company without the involvement of
Advisor from parties not contacted by Advisor.


 


		(c)	Compensation
                                         which is payable to BAS pursuant to subsection 4(b) (including compensation payable with
                                         respect to escrowed funds) shall be paid by the Company to BAS at the closing of a Partnership
                                         or Sale of the Company, provided that compensation attributable to that part of Partnership
                                         Consideration or Sale Consideration which is contingent upon future earnings performance
                                         or the occurrence of some other event or circumstance (“Contingent Consideration”)
                                         shall be paid by the Company to BAS at the time of receipt of such Contingent Consideration
                                         by the Company or its shareholders.




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		(d)	In
                                         the event that Contingent Consideration described in subsection 4(c) above is payable
                                         by an individual, group or legal entity other than the Company, or by a successor to
                                         the Company, after the closing of a Partnership or Sale of the Company, the Company shall
                                         cause such individual, group, entity or successor to pay compensation payable to BAS
                                         hereunder, or, at the closing, to enter into an agreement to pay such compensation to
                                         BAS according to the terms hereof.



		(e)	In
                                         the event that Partnership or Sale to a party on the List involves a combination or series
                                         of related transactions, the compensation due to BAS under subsection 4(b) above shall
                                         be determined as of the closing of each such Transaction, based on the aggregate amount
                                         of Consideration involved in such Transaction. Accordingly, BAS shall be entitled to
                                         additional compensation at the time of closing of each such subsequent Transaction covered
                                         by this Agreement; however, in determining the applicable percentage in the chart in
                                         subsection 4(b) above, the aggregate amount of consideration involved in all such Transactions
                                         shall be included.



		(f)	If
                                         any compensation or expenses payable
                                         to BAS pursuant to this Agreement are not fully paid when due, the Company agrees to
                                         pay all costs of collection or other enforcement of BAS’s rights hereunder,
                                         including but not limited to attorneys’ fees and expenses, whether collected or
                                         enforced by suit or otherwise. The fees and other compensation set forth in this
                                         Section 4 are not negotiable and are not subject to any reduction, set-off, counterclaim
                                         or refund for any reason or matter whatsoever.



		(g)	The
                                         parties hereto understand and acknowledge that all compensation payable in connection
                                         with this Engagement Agreement will be fully paid to BAS.



		5.	In
                                         addition to the fees described in Section 4 above and all other obligations of the Company
                                         as set forth herein, and whether or not any Partnership or Sale is consummated, the Company
                                         will pay all of Advisor’s reasonable out-of-pocket expenses (including, without
                                         limitation, expenses related to document and presentation materials, travel, external
                                         database and communications services, an online data room, courier and delivery services)
                                         incurred in connection with this engagement, provided that such expenses will not exceed
                                         $10.00 without the Company’s prior written consent.



		6.	No
                                         fee paid or payable to Advisor or any of its affiliates shall be credited against any
                                         other fee paid or payable to Advisor or any of its affiliates, except as is expressly
                                         provided for herein.



		7.	The
                                         Company represents and warrants to Advisor that this Agreement has been duly authorized
                                         and represents the legal, valid, binding and enforceable obligation of the Company and
                                         that neither this Agreement nor the consummation of the transactions contemplated hereby
                                         requires the approval or consent of any governmental or regulatory agency or violates
                                         any law, regulation, contract or order binding on the Company.



		8.	Advisor
                                         is being retained to serve as financial advisor solely to the Company, and it is agreed
                                         that the engagement of Advisor is not, and shall not be deemed to be, on behalf of, and
                                         is not intended to confer rights or benefits upon, any shareholder or creditor of the
                                         Company or upon any other person or entity. No one other than the Company is authorized
                                         to rely upon this engagement of Advisor or any statements, conduct or advice of Advisor,
                                         and no one other than the Company is intended to be a beneficiary of this engagement.
                                         All opinions, advice or other assistance (whether written or oral) given by Advisor in
                                         connection with this engagement are intended solely for the benefit and use of the Company
                                         and will be treated by the Company as confidential, and no opinion, advice or other assistance
                                         of Advisor shall be used for any other purpose or reproduced, disseminated, quoted or
                                         referred to at any time, in any manner or for any purpose, nor shall any public or other
                                         references to Advisor (or to such opinions, advice or other assistance) be made without
                                         the express prior written consent of Advisor.




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		9.	The
                                         Company agrees that, following the closing or consummation of a Partnership or Sale of
                                         the Company, Advisor has the right to place advertisements on the Advisor's website and
                                         in financial and other newspapers and journals at its own expense, describing its services
                                         to the Company and a general description of the transaction involving the Company (but
                                         not including non-publicly disclosed financial terms). In addition, the Company agrees
                                         to include in any press release or public announcement announcing a Partnership or Sale
                                         a reference to Advisor’s role as financial advisor to the Company with respect
                                         to such Partnership or Sale, provided that the Company will submit a copy of any such
                                         press release or public announcement to Advisor for its prior approval, which approval
                                         shall not be unreasonably withheld or delayed.



		10.	This
                                         engagement shall continue until terminated by either party at any time by giving the
                                         other party at least 30 days prior written notice. The provisions of Sections 2 through
                                         13 hereof shall survive any expiration or termination
                                         of this Agreement. Notwithstanding anything to the contrary in this Agreement, Advisor
                                         shall be entitled to the Success Fee if, within 12 months from the date of expiration
                                         or termination of this Agreement, the Company consummates a Sale or Partnership or agrees
                                         to consummate a Sale or Partnership with any party in the Final List (as defined herein).
                                         Within sixty (60) days after the expiration or termination of this Agreement, Advisor
                                         shall provide Company with a written list of parties (“Final List”). The
                                         Final List shall be deemed correct unless Company notifies Advisor in writing of any
                                         dispute of its contents within thirty (30) days after Company’s receipt of the
                                         Final List, in which event the parties shall meet to resolve any dispute and agree upon
                                         a Final List



		11.	The
                                         Company represents and warrants that there are no brokers, representatives or other persons
                                         that have an interest in any compensation due to Advisor from any transaction contemplated
                                         herein.



		12.	Indemnification
                                         Agreement. The Company agrees to indemnify Advisor and related persons in accordance
                                         with the provisions below:



		(a)	As
                                         material consideration to enter into the Engagement Agreement, the Company agrees (i)
                                         to indemnify and hold harmless Advisor and its officers, directors, employees, affiliates,
                                         agents and members (each of the foregoing, along with Advisor, being an “Indemnified
                                         Person”) to the fullest extent lawful, from and against any and all losses, claims,
                                         damages, or liabilities incurred by Indemnified Persons (whether joint or several, direct
                                         or indirect) arising from or relating to the Engagement Agreement, Transaction, or any
                                         actions or inactions taken by an Indemnified Person in connection with the Engagement
                                         Agreement (a “Claim”); and (ii) to reimburse Indemnified Persons for all
                                         expenses (including reasonable fees, disbursements and other charges of counsel) as they
                                         are incurred in connection with investigating, preparing, pursuing, defending, or settling
                                         a Claim (including without limitation any shareholder or derivative action); provided,
                                         however, that the Company will not be liable to indemnify and hold harmless or reimburse
                                         an Indemnified Person pursuant to this paragraph to the extent that an arbitrator (or
                                         panel of arbitrators) or court of competent jurisdiction will have determined by a final
                                         non-appealable judgment that such Claim solely resulted from the gross negligence or
                                         willful misconduct of such Indemnified Person.




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		(b)	The
                                         Company will not settle, compromise or consent to the entry of a judgment in any pending
                                         or threatened action, claim, suit, dispute or proceeding against an Indemnified Person
                                         unless such settlement, compromise or consent includes a release of the Indemnified Persons
                                         satisfactory to Advisor and each Indemnified Person.



		(c)	The
                                         Company further agrees that neither Advisor nor any Indemnified Person will have any
                                         liability (whether direct or indirect, in contract, tort or otherwise) to the Company,
                                         or anyone claiming liability on behalf of the Company, arising from or relating to the
                                         Engagement Agreement, a Transaction, or any actions or inactions taken by Indemnified
                                         Persons in connection with the Engagement Agreement, except to the extent that an arbitrator
                                         (or panel of arbitrators) or a court of competent jurisdiction will have determined by
                                         a final non-appealable judgment that losses, claims, damages, liabilities or costs incurred
                                         by the Company resulted primarily from the gross negligence or willful misconduct of
                                         such Indemnified Person. In no event will any Indemnified Person be liable or obligated
                                         in any manner for any consequential, exemplary or punitive damages or lost profits incurred
                                         by the Company arising from or relating to the Engagement Agreement, a Transaction, or
                                         any actions or inactions taken by an Indemnified Person in connection with the Engagement
                                         Agreement, and the Company agrees not to seek or claim any such damages or lost profits
                                         under any circumstances.



		(d)	If
                                         for any reason the foregoing indemnification or reimbursement is unavailable or insufficient
                                         fully to indemnify and hold harmless an Indemnified Person against a Claim, the Company
                                         will contribute to the amount paid or payable by an Indemnified Person as a result of
                                         such Claim in such proportion as is appropriate to reflect the relative financial benefits
                                         of the Transaction to the Company, on the one hand, and the Indemnified Person, on the
                                         other hand; or if such allocation is not permitted by applicable law, in such proportion
                                         as is appropriate to reflect not only the relative benefits but also the relative fault
                                         of the Company on the one hand and the Indemnified Person on the other hand with respect
                                         to such Claim as well as any other relevant equitable considerations. Notwithstanding
                                         the preceding paragraphs, in no event will the aggregate amount to be contributed by
                                         all Indemnified Persons towards all Claims, Company losses, claims,
                                         damages, liabilities or costs incurred, exceed the actual fees received by BAS
                                         pursuant to the Engagement Agreement.



		(e)	In
                                         the event that Advisor or any of its employees, officers, affiliates or agents are requested
                                         or required to appear as a witness in any action in which the Company or any of its affiliates
                                         is a party to and Advisor is not, the Company will reimburse Advisor for all reasonable
                                         out-of-pocket expenses incurred by its employees, officers, affiliates or agents in preparing
                                         for and appearing as a witness, including the reasonable fees and disbursements or legal
                                         counsel.



		(f)	The
                                         rights accorded to Indemnified Persons hereunder will be in addition to any rights that
                                         any Indemnified Person may have at common law, by separate agreement or otherwise. If
                                         any provision of this Indemnification Agreement is determined to be invalid or unenforceable,
                                         such determination will not affect any other provision of this Indemnification Agreement,
                                         which will remain in full force and effect. Each Indemnified Person is an intended beneficiary
                                         hereunder. This Indemnification Agreement will remain in effect indefinitely notwithstanding
                                         any expiration or termination of the Engagement Agreement.




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		(g)	Notwithstanding
                                         the above, indemnification shall not exceed the maximum level permitted under applicable
                                         Federal, state or other laws and any indemnification shall not waive any non-waivable
                                         rights of the Company may have under applicable Federal or state law.



		13.	Other
                                         Terms & Conditions.



		(a)	The
                                         Company understands and agrees that Advisor is being engaged pursuant to this agreement
                                         as an independent contractor and is not acting as an agent or fiduciary of the Company,
                                         its security holders, creditors or any other person or entity.



		(b)	This
                                         agreement contains a predispute arbitration clause. In general accordance with FINRA
                                         Rule 2268, by signing an arbitration agreement the parties agree as follows:



Except
as otherwise provided in this Section 13(b), all parties to this agreement are giving up the right to sue each other in court,
including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. 


Arbitration
awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.



The
ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than
in court proceedings. 


The
arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained
decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. 


Any
panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry. 


The
rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible
for arbitration may be brought in court. 


The
rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.


As
provided in FINRA Rule 2268, no person shall bring a putative or certified class action to arbitration, nor seek to enforce any
pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of
a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
(i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the
court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement
except to the extent stated herein.



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		(c)	This
                                         Engagement Agreement shall be governed by and interpreted under the laws of the Commonwealth
                                         of Pennsylvania without giving effect to any conflict of laws provisions. Advisor and
                                         the Company irrevocably and unconditionally (a) agree that any suit, action or other
                                         legal proceeding arising out of this Engagement Agreement, including without limitation,
                                         any action commenced by the Company for preliminary or permanent injunctive relief or
                                         other equitable relief, may be brought in the United States District Court for the Eastern
                                         District of Pennsylvania or if such court does not have jurisdiction or will not accept
                                         jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania,
                                         (b) consent to the non-exclusive jurisdiction of any such court in any such suit, action
                                         or proceeding and (c) waive any objection they may have to the laying of venue of any
                                         such suit, action or proceeding in any such court. Notwithstanding the above, the parties
                                         agree that any dispute, claim or cause of action required or allowed to be conducted
                                         by FINRA’s rules (including the FINRA Code of Arbitration Procedure for Industry
                                         Disputes) shall be arbitrated or mediated in accordance with such rules. Any arbitration
                                         shall be before a neutral arbitrator or panel of arbitrators selected under the FINRA
                                         Neutral List Selection System (or any successor system) and in a forum designated by
                                         the Director of FINRA Dispute Resolution or any member of FINRA staff who whom such Director
                                         has delegated authority, such arbitration to take place within Delaware County, Pennsylvania
                                         or as close to Delaware County, Pennsylvania as reasonably possible.



		(d)	Advisor
                                         and the Company (on its own behalf and, to the extent permitted by law, on behalf of
                                         its shareholders) irrevocably waive any right to trial by jury in any claim, action or
                                         proceeding in connection with this agreement.



		(e)	This
                                         Agreement contains the entire agreement and understanding between the Company and Advisor
                                         and supersedes any prior understandings or agreements or any course of dealing.



		(f)	Any
                                         amendment or waiver to this Agreement may be made only in writing and if signed by both
                                         Advisor and the Company. Neither party may assign this Agreement without the other party’s
                                         prior written consent.



		(g)	This
                                         Agreement may be signed in counterparts, each of which will be deemed an original and
                                         all of which will constitute one and the same instrument, and may be delivered by facsimile
                                         or other electronic transmission.



		(h)	The
                                         signatory for the Company represents and warrants that he or she has the requisite power
                                         and authority to enter into this Agreement and to cause the Company to perform its obligations
                                         herein.



		(i)	The
                                         USA Patriot Act requires financial institutions to verify the identity of persons with
                                         whom they do business. Accordingly, the Company will provide Advisor with its U.S. taxpayer
                                         identification number, legal business address and, as applicable, incorporation documents,
                                         partnership agreement, business license or other similar information to verify its identity.
                                         Advisor may also require personal identification from the Company’s executive officers
                                         and shareholders or members.




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		(j)	In
                                         the event the Company proposes to engage in any sale, distribution or liquidation of
                                         all or substantially all or a significant part of its assets, or any merger or consolidation
                                         and the Company is not to be the surviving or resulting corporation or entity in such
                                         merger or consolidation, the Company will make proper provision so that the Company’s
                                         obligations hereunder are expressly assumed by the other party or parties to such transaction.



 


Please
confirm that this agreement accurately states the understanding and is accepted by the Company, by signing it in the space provided
below and returning it to us.


 


	 	 	Understood and accepted as of the date above:
	 	 	 
	Objective Capital Partners, LLC	 	Company
	 	 	 
	By: /s/ Trever F. Acers	 	By: /s/ David R. Koos
	Trever F. Acers	 	David R. Koos
	Managing Director	 	Chairman and Chief Executive Officer
	Registered Representative of BA Securities, LLC	 	Regen Biopharma, Inc.
	 	 	 
	 	 	 
	BA Securities, LLC	 	 
	 	 	 
	By: /s/ Charles Jordan	 	 
	Charles Jordan	 	 
	President and CCO	 	 










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