Exhibit
10.1


 


AGREEMENT
AND PLAN OF MERGER


 


This
Agreement and Plan of Merger (this “Agreement”), is entered into as of December 22, 2022 (the “Execution
Date”) by and between H-Cyte, Inc., a Nevada corporation (“H-Cyte”), Scion Solutions, LLC, an Indiana limited
liability company (“Scion”), and the members of Scion (the “Scion Members”). H-Cyte and Scion are
sometimes referred to herein as the “Constituent Entities.” Capitalized terms used herein (including in the immediately
preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof.


 


RECITALS


 


WHEREAS,
the parties intend for H-Cyte to acquire membership interests amounting to 100% of the issued and outstanding membership interests of
Scion (the “Membership Interests”) pursuant to Chapter 92A of the Nevada Revised
Statutes, as amended from time to time (the “Nevada Act”) and Title 23,
Article 18, Chapter 7 of the Indiana Code (the “Indiana Act”), and on the terms and subject to the conditions
set forth in this Agreement;


 


WHEREAS,
the Board of Managers of Scion (the “Scion Board”) has unanimously: (a) determined that it is in the best interests
of Scion and the Scion Members, and declared it advisable, to enter into this Agreement with H-Cyte; (b) approved the execution, delivery,
and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; and (c) resolved,
subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the Scion Members;


 


WHEREAS,
Scion is owned 100% by the Scion Members, as identified on Schedule A, who have agreed to the Merger and the dollar value of the
Merger Consideration that they will individually receive on the terms set forth herein;


 


WHEREAS,
the Board of Directors of H-Cyte (the “H-Cyte Board”) has unanimously: (a) determined that it is in the best interests
of H-Cyte and its respective stockholders, as applicable, and declared it advisable, to enter into this Agreement; and (b) approved the
execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger;
and


 


WHEREAS,
the parties desire to make certain representations, warranties, covenants, and agreements in connection with the Merger and the other
transactions contemplated by this Agreement and also to prescribe certain terms and conditions to the Merger.


 


WHEREAS,
this Agreement contemplates the Merger of Scion with and into H-Cyte in a transaction intended to qualify as a tax free reorganization
under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (“Code”).


 


WHEREAS,
on the Closing Date, all Scion Members will receive shares of common stock of H-Cyte in exchange for their membership interests in Scion
(the “Purchased Interests”), and Scion will merge with and into H-Cyte and the separate existence of Scion shall cease.


 


NOW,
THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants, and agreements contained in this
Agreement, the parties, intending to be legally bound, agree as follows:


 


ARTICLE
I 


 


THE
MERGER


 


Section
1.01 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Act and
the Indiana Act, at the Closing, Scion shall be merged with and into H-Cyte (the “Merger”), the separate existence
of Scion shall cease and H-Cyte shall be, and is herein sometimes referred to as, the “Surviving Corporation.”


 




    	1



     


    




 


Section
1.02 Closing. The closing of the Merger (the “Closing”) will take place on the date of this Agreement, or on such
other date as Scion and H-Cyte may mutually determine. The Closing shall take place remotely by facsimile or electronic transmissions
to the respective offices of the H-Cyte’s and Scion’s legal counsel of the requisite documents duly executed where required,
unless another closing procedure is mutually agreed to by Scion and H-Cyte in writing. The date on which the Closing occurs is herein
referred to as the “Closing Date”.


 


Section
1.03 Filing and Effectiveness. The Merger shall become effective when the following actions have been completed:


 


(a) This
Agreement and the Merger shall have been adopted and approved (i) by the H-Cyte Board in accordance with the requirements of the Nevada
Act and (ii) by the Scion Board and Members in accordance with the requirements of the Indiana Act; and


 


(b) All
necessary filings to effectuate the Merger under the Nevada Act and the Indiana Act have been filed with the Nevada and Indiana Secretaries
of State, respectively.


 


The
date and time when the Merger shall become effective, as aforesaid, is herein called the “Effective Time.” The date
on which the Effective Time occurs is herein referred to as the “Effective Date.”


 


Section
1.04 Effect of the Merger. Upon the Effective Time, the separate existence of Scion shall cease, and H-Cyte, as the Surviving Corporation,
(i) shall continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Time,
(ii) shall succeed, without other transfer, to all of the assets, rights, powers and property of Scion in the manner as more fully set
forth in the Nevada Act and Indiana Act (iii) shall continue to be subject to all of its debts, liabilities and obligations as constituted
immediately prior to the Effective Time, and (iv) shall succeed, without other transfer, to all of the debts, liabilities and obligations
of Scion in the same manner as if H-Cyte had itself incurred them, all as more fully provided under the applicable provisions of the
Nevada Act and Indiana Act.


 


Section
1.05 Charter Documents; Directors and Officers


 


(a) Certificate
of Incorporation. The Certificate of Incorporation of H-Cyte as in effect immediately prior to the Effective Time (the “Certificate
of Incorporation”) shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation
until duly amended in accordance with the provisions thereof and applicable law.


 


(b) Bylaws.
The Bylaws of H-Cyte as in effect immediately prior to the Effective Time (the “Bylaws”) shall continue in full force
and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.


 


(c) Directors
and Officers. Scion’s officers and managers, in each case, in office immediately prior to the Effective Time, shall resign.
The directors and officers of H-Cyte immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation
until their successors shall have been duly elected and qualified or until as otherwise provided by law, the Certificate of Incorporation
or the Bylaws.


 


Section
1.06 Manner of Conversion and Exchange of Membership Interests. On the Effective Date, the Membership Interests of Scion (whether
voting or non-voting) issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent
Entities, the holder of such Membership Interests or any other person, be converted into and exchanged for the Merger Consideration described
in Section 2.01 below. The Merger Consideration shall be allocated among the Scion Members in proportion to their Sharing Ratios in Scion
as set forth opposite such Scion Member’s name on Schedule A hereto under the heading “Sharing Ratio Owned.”


 




    	2



     


    

 


ARTICLE
II


 


MERGER
CONSIDERATION


 


Section
2.01 Merger Consideration. On the Effective Date, the Scion Members, in consideration for the Merger of Scion with and into H-Cyte,
shall receive the following (collectively, the “Merger Consideration”):


 


(a) 123,153
shares (the “Initial Shares”) of common stock of H-Cyte (“H-Cyte Common Stock”).


 


(b) For
every share of H-Cyte Common Stock that is issued within eighteen (18) months of the Effective Date pursuant to the exercise or conversion
of any securities identified on Schedule B, the Scion Members will receive shares of H-Cyte Common Stock in a number sufficient
to keep the Scion Members’ collective ownership of the H-Cyte Common Stock at 20% of the issued and outstanding shares of the H-Cyte
Common Stock (the “Anti-Dilution Shares”). H-Cyte shall reconcile the amount of Anti-Dilution Shares to be issued
as of the end of each fiscal quarter within such eighteen (18) month period and shall issue any Anti-Dilution Shares to the Scion Members
at such time. It is H-Cyte’s belief, but no assurance, that the vast majority of the holders of the H-Cyte convertible notes identified
on Schedule B will convert/exercise their right to receive H-Cyte Common Stock upon H-Cyte’s proposed listing, which would
result in gross proceeds of approximately $8,000,000.


 


(c) Each
Performance Payment that becomes due in accordance with the terms and conditions set forth under Schedule C hereto.


 


Whenever
shares of H-Cyte Common Stock comprising part of the Merger Consideration are to be delivered to the Scion Members, such shares shall
be delivered to each Scion Member by either (at the election of such Scion Member) (a) book-entry transfer to such account with The Depository
Trust Company as is designated in writing by such Scion Member, or (b) a stock certificate registered in the name of such Scion Member
or its designee. At the Effective Time, the Scion Members shall have no further right to the Membership Interests and shall only have
the right to receive the Merger Consideration. The parties hereby acknowledge and agree that H-Cyte shall be solely responsible for all
of the Scion and Scion Members’ legal and other fees relating to the Merger and this Agreement.


 


Section
2.02 Restrictions on Merger Consideration; Contingent Shares.


 


(a)
The shares of H-Cyte Common Stock comprising part of the Merger Consideration shall be subject to the standard securities restriction
on trading during the first six (6) months following the receipt of such shares. Thereafter, the restriction on trading will be removed
on the following schedule:


 


(i)
Fifty percent (50%) of the shares of H-Cyte Common Stock comprising any part of the Acquisition Consideration will be released from any
trading restrictions, other than those imposed under federal securities laws on the six (6) month anniversary of the Uplifting, as defined
herein; and


 


(ii)
Fifty percent (50%) of the shares of H-Cyte Common Stock comprising any part of the Acquisition Consideration will be released from any
trading restrictions, other than those imposed under federal securities laws, on the twelve (12) month anniversary of the receipt of
such shares.


 


(b)
Full Satisfaction. All Merger Consideration paid upon the Merger in accordance with the terms hereof shall be deemed to have been
paid in full satisfaction of all rights pertaining to the Membership Interests.


 




    	3



     


    




 


Section
2.03 Return of Merger Consideration. The parties hereby acknowledge and agree that it is their mutual expectation that the H-Cyte
Common Stock will be listed on a national securities exchange (such as the Nasdaq Stock Market) within one hundred and eighty (180) days
of the Closing Date (the “Uplifting”). H-Cyte shall promptly notify the Scion Members if it determines that the Uplifting
will not be completed, or is not reasonably expected to be completed, by such deadline. Upon receipt of such notice, the Scion Members
shall have the option to either (i) extend the deadline for such Uplifting to occur (the “Extension Option”) or (ii)
require H-Cyte to transfer to the Scion Members all of the assets and liabilities of Scion in full redemption of all of the Scion Members’
H-Cyte Common Stock then held by the Scion Members (the “Redemption Option”). In the event that the Scion Members
elect the Extension Option, H-Cyte shall be required to promptly notify the Scion Members if it determines that the Uplifting will not
be completed, or is not reasonably expected to be completed, by the extended deadline. Upon receipt of such notice, the Scion Members
shall again have the option of selecting either the Extension Option or the Redemption Option. In the event that the Scion Members elect
the Redemption Option, the parties shall promptly and in good faith negotiate any and all documents necessary to effectuate the redemption
of the Scion Members’ H-Cyte Common Stock and to return the Scion Members to their position that existed as if the Merger had not
occurred; provided, however, that H-Cyte shall continue to be liable for all of the Scion and Scion Member’s legal and other fees
relating to the Merger and this Agreement, including any legal and other fees relating to the redemption of the Scion Members’
H-Cyte Common Stock.


 


Section
2.04 Tax Treatment. The Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the
Code. The parties hereto intend the Merger to constitute a “plan of reorganization” within the meaning of Treasury Regulations
Sections 1.368-2(g) and 1.368-3, which plan of reorganization the parties adopt by executing this Agreement. Notwithstanding the above,
H-Cyte is making no representations with regard to the tax free nature of the Merger Consideration received therein.


 


Section
2.05 Consulting Agreements. The parties hereby acknowledge and agree that it is their mutual expectation that certain of the Scion
Members will provide certain services to H-Cyte following the Merger. For the avoidance of doubt, the parties further acknowledge and
agree that no Scion Member will be required to provide any such services unless and until such Scion Member and H-Cyte have entered into
a mutually agreeable Consulting Agreement that sets forth the scope of the services to be provided by and the compensation to be provided
to such Scion Member. The parties intend for all amounts paid to the Scion Members under such Consulting Agreements to be solely as compensation
for the performance of such services and not as part of the Merger Consideration. Accordingly, in the event that the Scion Members elect
the Redemption Option set forth in Section 2.03, they would not be required to return to H-Cyte any amount received under such Consulting
Agreements prior to election of such Redemption Option.


 


ARTICLE
III 


 


REPRESENTATIONS
AND WARRANTIES OF SCION


 


Except
as set forth in the correspondingly numbered Section of the Scion Disclosure Letter that relates to such Section or in another Section
of the Scion Disclosure Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable
to such Section, Scion hereby represents and warrants to H-Cyte as follows:


 


Section
3.01 Organization; Standing and Power; Charter Documents; Subsidiaries.


 


(a)
Organization; Standing and Power. Scion is a limited liability company duly organized, validly existing, and in good standing
(to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States)
under the Laws of the State of Indiana, and has the requisite corporate power and authority to own, lease, and operate its assets and
to carry on its business as now conducted. Scion is duly qualified or licensed to do business as a foreign limited liability company
and is in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction
outside the United States) in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or
the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or
to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect.
For purposes of this Agreement, “Laws” means all statutes, laws (including common law and civil law), codes, treaty,
ordinances, regulations, rules, guideline, injunctions, acts or Orders of any Governmental Entity.


 


(b)
Charter Documents. The copies of the Articles of Organization and operating agreement of Scion (the “Scion Charter Documents”)
in the forms provided to H-Cyte are true, correct, and complete copies of such documents as in effect as of the date of this Agreement.


 




    	4



     


    




 


(c)
Subsidiaries. Scion has no Subsidiaries. For purposes of this Agreement, “Subsidiary” means, with respect to
any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association
or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person
or Persons hold a majority equity interest in such a business entity (other than a corporation) if such Person or Persons will be allocated
a majority of such business entity’s gains or losses or will be or Control any board of directors, managing director or general
partner of such business entity (other than a corporation) or, in the case of each of clauses (a) and (b), has the power to elect or
direct the election of more than a majority of the members of the governing body of such entity. “Control” means the
possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting
securities, contract, or otherwise.


 


Section
3.02 Capital Structure.


 


(a)
Capital Stock. The membership interests of Scion consists of a single class of equity; all of which are issued and outstanding;
none of which is held by Scion in its treasury; and all of which are owned by the Scion Members as set forth on Schedule A hereto.
All of the outstanding membership interests of Scion are duly authorized, validly issued, fully paid, and non-assessable, and not subject
to any pre-emptive rights.


 


(b)
Stock Awards.


 


(i)
Scion does not have any equity incentive plans or any outstanding stock options or other stock awards.


 


(ii)
As of the date hereof and other than the Purchased Interests, there are no outstanding: (A) securities of Scion convertible into or exchangeable
for Voting Debt or shares of capital stock of Scion; (B) options, warrants, or other agreements or commitments to acquire from Scion,
or obligations of Scion to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for membership
interests of) Scion; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation
rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic
benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Scion, in each case that have been issued
by Scion (the items in clauses (A), (B), and (C), together with the capital stock of Scion, being referred to collectively as “Scion
Securities”). All outstanding membership interests of Scion have been issued or granted, as applicable, in compliance in all
material respects with all applicable securities Laws.


 


(iii)
There are no outstanding contracts requiring Scion to repurchase, redeem, or otherwise acquire any Scion Securities. Scion is not a party
to any voting agreement with respect to any Scion Securitie(c) Voting Debt. No bonds, debentures, notes, or other indebtedness
issued by Scion: (i) having the right to vote on any matters on which Scion Members may vote (or which is convertible into, or exchangeable
for, securities having such right); or (ii) the value of which is directly based upon or derived from the capital stock, voting securities,
or other ownership interests of Scion, are issued or outstanding (collectively, “Voting Debt”).


 




    	5



     


    

 


Section
3.03 Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes.


 


(a)
Authority. Scion has all requisite limited liability company power and authority to enter into and to perform its obligations
under this Agreement and, subject to, in the case of the consummation of the Acquisition, adoption of this Agreement by the affirmative
vote or consent of the Scion Members who own 100% of the outstanding membership interests of Scion (the “Requisite Scion Approval”),
to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Scion and the consummation
by Scion of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part
of Scion and no other limited liability company proceedings on the part of Scion are necessary to authorize the execution and delivery
of this Agreement consummate the Acquisition and the other transactions contemplated hereby. The Requisite Scion Approval is the only
vote or consent of the holders of any class or series of Scion’s membership interests necessary to approve and adopt this Agreement,
approve the Acquisition, and consummate the Acquisition and the other transactions contemplated hereby. This Agreement has been duly
executed and delivered by Scion and, assuming due execution and delivery by H-Cyte and the Scion Members, constitutes the legal, valid,
and binding obligation of Scion, enforceable against Scion in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of
equity.


 


(b)
Non-Contravention. The execution, delivery, and performance of this Agreement by Scion, and the consummation by Scion of the transactions
contemplated by this Agreement, including the Acquisition, do not and will not: (i) subject to obtaining the Requisite Scion Approval,
contravene or conflict with, or result in any violation or breach of, the Scion Charter Documents; (ii) assuming that all Consents contemplated
by Section 3.03(c) have been obtained or made and, in the case of the consummation of the Acquisition, obtaining the Requisite Scion
Approval, conflict with or violate any Law applicable to Scion, or any of its properties or assets; (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Scion’s loss
of any benefit or the imposition of any additional payment or other Liability under, or alter the rights or obligations of any third
party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under,
any contract to which Scion is a party or otherwise bound as of the date hereof; or (iv) result in the creation of any liens, restrictions,
security interests, claims, rights of another or other encumbrances (collectively, “Liens”) (other than Permitted
Liens, as defined below) on any of the properties or assets of Scion, except, in the case of each of clauses (ii), (iii), and (iv), for
any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations,
amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably
be expected to have, individually or in the aggregate, a Scion Material Adverse Effect. For purposes of this Agreement, (A) “Liability”
means, with respect to any Person, any liability or obligation of such Person, whether known or unknown, whether asserted or unasserted,
whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
whether due or to become due, and whether or not required under generally accepted accounting principles (“GAAP”)
to be accrued on the financial statements of such Person, and (B) “Permitted Liens” means (1) statutory Liens for
current Taxes (as defined below) or other governmental charges not yet due and payable or the amount or validity of which is being contested
in good faith by appropriate proceedings by Scion, (2) mechanic’s, carriers’, workers’, repairers’ and similar
statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually
or in the aggregate, significant, (3) Liens arising under worker’s compensation, unemployment insurance, social security, retirement
and similar legislation, and (4) restrictions on transfer under the Scion Charter Documents or applicable federal and state securities©ws.


 


(c)
Governmental Consents. Except for the filings referenced in Section 1.03(b), no consent, approval, order, or authorization of,
or registration, declaration, or filing with, or notice to (any of the foregoing being a “Consent”), any supranational,
national, state, municipal, local, or foreign government, any instrumentality, subdivision, court, administrative agency or commission,
or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental
authority (a “Governmental Entity”) is required to be obtained or made by Scion in connection with the execution,
delivery, and performance by Scion of this Agreement or the consummation by Scion of the Merger and other transactions contemplated hereby,
except for such Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a
Scion Material Adverse Effect.


 




    	6



     


    




 


(d)
Board Approval. The managers of Scion, by resolution and, not subsequently rescinded or modified in any way, have: (i) determined
that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set
forth herein, are fair to, and in the best interests of, Scion and the Scion Members; (ii) approved and declared advisable this Agreement,
including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement,
including the Merger, upon the terms and subject to the conditions set forth herein.


 


(e)
Anti-Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition,” “supermajority,”
“affiliate transactions,” “business combination,” or other similar anti-takeover statute or regulation enacted
under any federal, state, local, or foreign Laws applicable to Scion is applicable to this Agreement, the Merger, or any of the other
transactions contemplated by this Agreement.


 


Section
3.04 Financial Statements; Off-Balance Sheet Arrangements; Undisclosed Liabilities.


 


(a)
Financial Statements. Scion has provided H-Cyte with an internally prepared balance sheet of Scion as of December 31, 2022 (the
“Interim Balance Sheet”), and the related profit and loss statement of Scion for the four-month period then ended.
Such financial statements (i) fairly present in all material respects the financial position and the results of operations of Scion as
of the respective date of and for the period referred to in such financial statements, subject to the lack of footnote disclosures and
changes resulting from normal and customary year-end adjustments, and (ii) are to Scion’s knowledge in a form that will be auditable
by H-Cyte’s auditors.


 


(b)
Off-Balance Sheet Arrangements. Scion is not a party to, or has any commitment to become a party to: (i) any joint venture, off-balance
sheet partnership, or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship
between or among Scion or any of its Subsidiaries, on the one hand, and any other Person, including any structured finance, special purpose,
or limited purpose Person, on the other hand); or (ii) any “off-balance sheet arrangements” (as defined in Item 303(a) of
Regulation S-K under the Exchange Act). For purposes of this Agreement, (i) “Person” means a natural individual, a
partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a bank, a trust
company, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof, and (ii)
“Contract” means any contract, agreement, indenture, mortgage, debenture, note, instrument, consent, lease, license,
release, covenant not to sue, understanding, arrangement or commitment, written or oral, to which Scion is a party or by which Scion
or any of its properties, rights or assets are bound.


 


(c)
Undisclosed Liabilities. Except as disclosed in Schedule 3.04(c) of the Scion Disclosure Letter, Scion does not have any Liabilities
other than Liabilities that: (i) are reflected or reserved against in the Interim Balance Sheet; (ii) were incurred since the date of
the Interim Balance Sheet in the ordinary course of business consistent with past practice; (iii) are incurred in connection with the
transactions contemplated by this Agreement; or (iv) would not reasonably be expected to have, individually or in the aggregate, a Scion
Material Adverse Effect.


 


Section
3.05 Absence of Certain Changes or Events. Since January 1, 2022, except in connection with the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby, the business of Scion has been conducted in the ordinary course of business
consistent with past practice and there has not been or occurred:


 


(a)
any Scion Material Adverse Effect or any event, condition, change, or effect that could reasonably be expected to have, individually
or in the aggregate, a Scion Material Adverse Effect; or


 


(b)
any event, condition, action, or effect that, if taken during the period from the date of this Agreement through the Closing Date, would
constitute a breach of Section 6.01.


 




    	7



     


    

 


Section
3.06 Taxes.


 


(a)
Tax Returns and Payment of Taxes. Scion has duly and timely filed or caused to be filed (taking into account any valid extensions)
all material Tax Returns required to be filed by it. Such Tax Returns are true, complete, and correct in all material respects. Scion
is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax
Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by Scion (whether
or not shown on any Tax Return) have been timely paid or, where payment is not yet due, Scion has made an adequate provision for such
Taxes in Scion’s financial statements (in accordance with GAAP). Scion’s most recent financial statements reflect an adequate
reserve (in accordance with GAAP) for all material Taxes payable by Scion through the date of such financial statements. Scion has not
incurred any material Liability for Taxes since the date of Scion’s most recent financial statements outside of the ordinary course
of business or otherwise inconsistent with past practice.


 


(b)
Availability of Tax Returns. Scion has made available to H-Cyte complete and accurate copies of all Tax Returns filed by or on
behalf of Scion for any Tax period ending after [ ].


 


(c)
Withholding. Scion has withheld and timely paid each material Tax required to have been withheld and paid in connection with amounts
paid or owing to any Scion Employee, creditor, customer, stockholder, or other party (including, without limitation, withholding of Taxes
pursuant to Sections 1441 and 1442 of the Code or similar provisions under any state, local, and foreign Laws), and materially complied
with all information reporting and backup withholding provisions of applicable Law.


 


(d)
Liens. There are no Liens for material Taxes upon the assets of Scion other than for current Taxes not yet due and payable or
for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP has
been made in Scion’s most recent financial statements.


 


(e)
Tax Deficiencies and Audits. No deficiency for any material amount of Taxes which has been proposed, asserted, or assessed in
writing by any taxing authority against Scion remains unpaid. There are no waivers or extensions of any statute of limitations currently
in effect with respect to Taxes of Scion. There are no audits, suits, proceedings, investigations, claims, examinations, or other administrative
or judicial proceedings ongoing or pending with respect to any material Taxes of Scion.


 


(f)
Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where Scion does not file
Tax Returns that Scion is or may be subject to Tax in that jurisdiction.


 


(g)
Tax Rulings. Scion has not requested nor is it the subject of or bound by any private letter ruling, technical advice memorandum,
or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding.


 


(h)
Consolidated Groups, Transferee Liability, and Tax Agreements. Scion has not: (i) been a member of a group filing Tax Returns
on a consolidated, combined, unitary, or similar basis; (ii) incurred any material Liability for Taxes of any Person (other than Scion)
under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor,
by Contract, or otherwise; or (iii) is a party to, bound by or has any material Liability under any Tax sharing, allocation, or indemnification
agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose
of which agreements does not relate to Taxes).


 


(i)
Change in Accounting Method. Scion has not agreed to make, nor is it required to make, any material adjustment under Section 481(a)
of the Code or any comparable provision of state, local, or foreign Tax Laws by reason of a change in accounting method or otherwise.


 




    	8



     


    




 


(j)
Post-Closing Tax Items. Scion will not be required to include any material item of income in, or exclude any material item of
deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) “closing
agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income
Tax Law) executed on or prior to the Closing Date; (ii) installment sale or open transaction disposition made on or prior to the Closing
Date; (iii) prepaid amount received on or prior to the Closing Date; (iv) any income under Section 965(a) of the Code, including as a
result of any election under Section 965(h) of the Code with respect thereto; or (v) election under Section 108(i) of the Code.


 


(k)
Section 355. Scion has not been a “distributing corporation” or a “controlled corporation” in connection
with a distribution described in Section 355 of the Code.


 


(l)
Reportable Transactions. Scion has not been a party to, or a material advisor with respect to, a “reportable transaction”
within the meaning of Section 6707AI(1) of the Code and Treasury Regulations Section 1.6011-4(b).


 


(m)
Definitions. For purposes of this Agreement, (i) “Tax” or “Taxes” means federal, state,
county, local, foreign or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration,
excise, utility, environmental, communications, real or personal property, escheat, unclaimed property, capital stock, license, payroll,
wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated, and other
taxes, fees, tariffs, duties, charges, levies or assessments of any kind whatsoever (including deficiencies, penalties, additions to
tax, and interest attributable thereto), whether disputed or not and whether payable directly or by withholding, and including any Liability
for the payment of any such amount as a result of being or having been a member of an affiliated, consolidated, combined or unitary group,
successor or transferor Liability, contract, operation of Law or otherwise, and (ii) “Tax Return” means any return,
declarations, reports, claims for refunds, statements, information report or other documents with respect to Taxes that are filed or
required to be filed, or provided or required to be provided to a payee, including any schedules attached thereto and including any amendment
thereof.


 


Section
3.07 Intellectual Property.


 


(a)
Intellectual Property Rights. Section 3.07(a) of the Scion Disclosure Letter contains a true and complete list, as of the date
hereof, of all Intellectual Property in which Scion has any material right, license or interest (the “Scion IP”).
For purposes of this Agreement, “Intellectual Property” means all rights in or affecting intellectual or industrial
property or other proprietary rights existing now or in the future in any jurisdiction, including with respect of the following: (i)
all patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications
and patents issuing thereon, including the right to file other or further applications and claim priority thereto, (ii) all trademarks,
service marks, trade names, service names, brand names and trade dress rights, and all applications, registrations and renewals thereof,
(iii) copyrights and registrations and applications therefor, works of authorship, “moral” rights and mask work rights, (iv)
domain names, uniform resource locators and other names and locators associated with the internet, including applications and registrations
thereof, (v) trademarks, trade dress, trade names, logos and service marks, together with the goodwill symbolized by or associated with
any of the foregoing and any applications and registrations therefor, (vi) all proprietary information and materials, whether or not
patentable or copyrightable, and whether or not reduced to practice, including all technology, ideas, research and development, inventions,
designs, manufacturing and operating specifications and processes, schematics, know-how, formulae, customer and supplier lists, shop
rights, designs, drawings, patterns, trade secrets, confidential information, technical data, databases, data compilations and collections,
web addresses and sites, software, architecture, and documentation, (vii) all other intangible assets, properties and rights, and (viii)
all claims, causes of action and rights to sue for past, present and future infringement of any of the foregoing, the right to file applications
and obtain registrations, all copies and tangible embodiments of any of the foregoing (in whatever form or medium), and all proceeds,
rights of recovery and revenues arising from or pertaining to any and all of the foregoing.


 


(b)
Right to Use; Title. Except for any integrated third party Intellectual Property subject to a valid licensing agreement as set
forth in Schedule 3.07(b), Scion has the valid and enforceable right to use all Scion IP, in each case, free and clear of all Liens other
than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse
Effect.


 




    	9



     


    




 


(c)
Validity and Enforceability. Scion’s rights, to and in Scion IP are valid, subsisting, and enforceable, except as would
not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect. Scion has taken reasonable steps
to maintain Scion IP and to protect and preserve the confidentiality of all trade secrets included in Scion IP, except where the failure
to take such actions would not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect.


 


(d)
Non-Infringement. Except as would not be reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse
Effect: (i) to the conduct of the businesses of Scion has not infringed, misappropriated, or otherwise violated, and is not infringing,
misappropriating, or otherwise violating, any Intellectual Property of any other Person; and (ii) to the knowledge of Scion, no third
party is infringing upon, violating, or misappropriating any Scion Licensed IP.


 


(e)
IP Legal Actions and Orders. There are no Legal Actions pending or, to the knowledge of Scion, threatened: (i) alleging any infringement,
misappropriation, or violation by Scion of the Intellectual Property of any Person; or (ii) challenging the validity, enforceability,
or ownership of any Scion IP or Scion’s rights with respect to any Scion IP, in each case except for such Legal Actions that would
not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect. Scion is not subject to any outstanding
Order that restricts or impairs the use of any Scion IP, except where compliance with such Order would not reasonably be expected to
have, individually or in the aggregate, a Scion Material Adverse Effect.


 


(f)
Privacy and Data Security. Scion, to its best of knowledge, has complied in all material respects with all applicable Laws and
all internal or publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer, and
security of personal information in the conduct of Scion’s businesses, in each case except as would not reasonably be expected
to have, individually or in the aggregate, a Scion Material Adverse Effect. In the past twelve (12) months, Scion has not: (i) experienced
any actual, alleged, or suspected data breach or other security incident involving personal information in their possession or control;
or (ii) been subject to or received any notice of any audit, investigation, complaint, or other Legal Action by any Governmental Entity
or other Person concerning Scion’s collection, use, processing, storage, transfer, or protection of personal information or actual,
alleged, or suspected violation of any applicable Law concerning privacy, data security, or data breach notification, and there are no
facts or circumstances that could reasonably be expected to give rise to any such Legal Action, in each case except as would not reasonably
be expected to have, individually or in the aggregate, a Scion Material Adverse Effect.


 


Section
3.08 Compliance; Permits.


 


(a)
Compliance. Scion is and, since January 1, 2021, has been in material compliance with all Laws or Orders applicable to Scion or
by which Scion or any of its businesses or properties is bound. Since January 1, 2021, no Governmental Entity, including the U.S. food
drug administration (“FDA”), has issued any notice or notification stating that Scion is not in compliance with any
Law in any material respect.


 


(b)
Permits. Scion holds and, to the extent necessary to operate its businesses as such businesses are being operated as of the date
hereof, all permits, licenses, registrations, variances, clearances, consents, commissions, franchises, exemptions, Orders, authorizations,
and approvals from Governmental Entities (collectively, “Permits”), except for any Permits for which the failure to
obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect (the “Excluded
Permits”). Schedule 3.08(b) of the Scion Disclosure Letter contains a complete and accurate list of the Permits (except any
Excluded Permits). No suspension, cancellation, non-renewal, or adverse modifications of any Permits of Scion is pending or, to the knowledge
of Scion, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or
in the aggregate, a Scion Material Adverse Effect. Scion is and, since January 1, 2021 has been in compliance with the terms of all Permits,
except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a Scion
Material Adverse Effect.


 




    	10



     


    




 


Section
3.09 Litigation. Except as disclosed in Schedule 3.09 of the Scion Disclosure Letter, there is no Legal Action pending, or to the
knowledge of Scion, threatened against Scion or any of its properties or assets or, to the knowledge of Scion, any officer or director
of Scion in his or her capacities as such other than any such Legal Action that: (a) does not involve an amount in controversy in excess
of $50,000; and (b) does not seek material injunctive or other material nonmonetary relief. Notwithstanding the $50,000 threshold, each
Legal Action which Scion is a party to and which would reasonably be expected to have a Scion Material Adverse Effect, is disclosed in
Schedule 3.09. None of Scion or any of its properties or assets is subject to any order, writ, assessment, decision, injunction, decree,
ruling, or judgment of a Governmental Entity or arbitrator, whether temporary, preliminary, or permanent (“Order”),
which would reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect. To the knowledge of Scion,
there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or,
to the knowledge of Scion, threatened, in each case regarding any accounting practices of Scion or any malfeasance by any officer or
director of Scion. For purposes of this Agreement, “Legal Action” means any action, lawsuit, proceeding (including
any arbitration proceedings), investigation, audit, examination, Order, or other claim.


 


Section
3.10 Brokers’ and Finders’ Fees. Scion has not incurred, nor will it incur, directly or indirectly, any other Liability
for investment banker, brokerage, or finders’ fees or agents’ commissions, or any similar charges in connection with this
Agreement or any transaction contemplated by this Agreement. Any such fees, commissions or charges shall be a Liability of the Scion
Members out of the Acquisition Consideration and shall not be the responsibility of Scion or H-Cyte.


 


Section
3.11 Employee Benefit Issues.


 


(a)
No Plans. Scion does not have any plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing
for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life
insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration
of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor
plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured,
including each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act
of 1974 (“ERISA”), whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or
required to be contributed to, by Scion for the benefit of any current or former employee, independent contractor, consultant, or director
of Scion (each, a “Scion Employee”), or with respect to which Scion or any corporation, partnership, limited liability
company, sole proprietorship, trade, business or other Person that, together with Scion, is or, at any time, was treated as a single
employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(1) of ERISA (each, a “Scion ERISA
Affiliate”) has or may have any Liability (collectively, the “Scion Employee Plans”).


 


(b)
Plan Liabilities. Neither Scion nor any Scion ERISA Affiliate has: (i) incurred or reasonably expects to incur, either directly
or indirectly, any Liability under Title I or Title IV of ERISA, or related provisions of the Code or foreign Law relating to any Scion
Employee Plan and nothing has occurred that could reasonably be expected to constitute grounds under Title IV of ERISA to terminate,
or appoint a trustee to administer, any Scion Employee Plan; (ii) except for payments of premiums to the Pension Benefit Guaranty Corporation
(“PBGC”) which have been timely paid in full, not incurred any Liability to the PBGC in connection with any Scion
Employee Plan covering any active, retired, or former employees or directors of Scion or any Scion ERISA Affiliate, including, without
limitation, any Liability under Sections 4069 or 4212(c) of ERISA or any penalty imposed under Section 4071 of ERISA, or ceased operations
at any facility, or withdrawn from any such Scion Employee Plan in a manner that could subject it to Liability under Sections 4062, 4063
or 4064 of ERISA; (iii) failed to satisfy the health plan compliance requirements under the Affordable Care Act, including the employer
mandate under Section 4980H of the Code and related information reporting requirements; (iv) failed to comply with Sections 601 through
608 of ERISA and Section 4980B of the Code, regarding the health plan continuation coverage requirements under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (v) failed to comply with the privacy, security,
and breach notification requirements under the Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”); or (vi) incurred any withdrawal Liability (including any contingent or secondary withdrawal
Liability) within the meaning of Sections 4201 or 4204 of ERISA to any multiemployer plan and nothing has occurred that presents a material
risk of the occurrence of any withdrawal from or the partition, termination, reorganization, or insolvency of any such multiemployer
plan which could result in any Liability of Scion or any Scion ERISA Affiliate to any such multiemployer plan. No complete or partial
termination of any Scion Employee Plan has occurred or is expected to occur.


 




    	11



     


    




 


(c)
No Post-Employment Obligations. No Scion Employee Plan provides post-termination or retiree health benefits to any person for
any reason, except as may be required by COBRA or other applicable Law, and neither Scion nor any Scion ERISA Affiliate has any Liability
to provide post-termination or retiree health benefits to any person or ever represented, promised, or contracted to any Scion Employee
(either individually or to Scion Employees as a group) or any other person that such Scion Employee(s) or other person would be provided
with post-termination or retiree health benefits, except to the extent required by COBRA or other applicable Law.


 


(d)
Effect of Transaction. Neither the execution or delivery of this Agreement, the consummation of the Acquisition, nor any of the
other transactions contemplated by this Agreement will (either alone or in combination with any other event): (i) entitle any current
or former director, employee, contractor, or consultant of Scion to severance pay or any other payment; (ii) accelerate the timing of
payment, funding, or vesting, or increase the amount of compensation due to any such individual; (iii) limit or restrict the right of
Scion to merge, amend, or terminate any Scion Employee Plan; or (iv) increase the amount payable or result in any other material obligation
pursuant to any Scion Employee Plan. No amount that could be received (whether in cash or property or the vesting of any property) as
a result of the consummation of the transactions contemplated by this Agreement by any employee, director, or other service provider
of Scion under any Scion Employee Plan or otherwise would not be deductible by reason of Section 280G of the Code nor would be subject
to an excise tax under Section 4999 of the Code.


 


(e)
Employment Law Matters. Scion to its best of knowledge: (i) is in compliance with all applicable Laws and agreements regarding
hiring, employment, termination of employment, plant closing and mass layoff, employment discrimination, harassment, retaliation, and
reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee classification, employee
health and safety, use of genetic information, leasing and supply of temporary and contingent staff, engagement of independent contractors,
including proper classification of same, payroll taxes, and immigration with respect to Scion Employees and contingent workers; and (ii)
is in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, work council,
or other body representing Scion Employees, except, in the case of clauses (i) and (ii) immediately above, where the failure to be in
compliance with the foregoing would not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse Effect.


 


(f)
Labor. Scion is not party to, or subject to, any collective bargaining agreement or other agreement with any labor organization,
work council, or trade union with respect to any of its or their operations. No material work stoppage, slowdown, or labor strike against
Scion with respect to employees who are employed within the United States is pending, threatened, or has occurred in the last two years,
and, to the knowledge of Scion, no material work stoppage, slowdown, or labor strike against Scion with respect to employees who are
employed outside the United States is pending, threatened, or has occurred in the last two years. None of the Scion’s Employees
is represented by a labor organization, work council, or trade union and, to the knowledge of Scion, there is no organizing activity,
Legal Action, election petition, union card signing or other union activity, or union corporate campaigns of or by any labor organization,
trade union, or work council directed at Scion, or any Scion Employees. There are no Legal Actions, government investigations, or labor
grievances pending, or, to the knowledge of Scion, threatened relating to any employment related matter involving any Scion Employee
or applicant, including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable
accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations
of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Scion Material
Adverse Effect.


 




    	12



     


    




 


Section
3.12 Real Property and Personal Property Matters.


 


(a)
Owned Real Estate. Scion does not own any land, buildings, structures, improvements, fixtures or other interest in real property
(“Real Estate”).


 


(b)
Leased Real Estate. Scion does not lease any Real Estate.


 


(c)
Personal Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Scion Material Adverse
Effect, Scion is in possession of and have good and marketable title to, or valid leasehold interests in or valid rights under contract
to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by Scion,
free and clear of all Liens other than Permitted Liens.


 


Section
3.13 Environmental Matters. Except for such matters as would not reasonably be expected to have, individually or in the aggregate,
a Scion Material Adverse Effect:


 


(a)
Compliance with Environmental Laws. Scion is, and has been, in compliance with all Environmental Laws, which compliance includes
the possession, maintenance of, compliance with, or application for, all Permits required under applicable Environmental Laws for the
operation of the business of Scion as currently conducted. For purposes of this Agreement, “Environmental Laws” means
all Laws relating to protection of human health or the environment (including ambient air, surface water, ground water, drinking water,
wildlife, plants, land surface or subsurface strata), including Laws relating to (i) the presence of, or releases or threatened releases
of, Hazardous Substances; (ii) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling,
distribution, import, export, labeling, recycling, registration, investigation, removal, cleanup or remediation of Hazardous Substances
or documentation related to the foregoing; (iii) the transfer of interest in or control of Real Estate that may be contaminated; (iv)
community or worker right-to-know disclosures with respect to Hazardous Substances; (v) the protection of wildlife, marine life and wetlands,
and endangered or threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels or other closed receptacles
containing Hazardous Substances; (vii) health and safety of employees or other persons; or (viii) otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances.


 


(b)
No Disposal, Release, or Discharge of Hazardous Substances. Scion has not disposed of, released, or discharged any Hazardous Substances
on, at, under, in, or from any Real Estate currently or, to the knowledge of Scion, formerly owned, leased, or operated by it or at any
other location that is: (i) currently subject to any investigation, remediation, or monitoring; or (ii) reasonably likely to result in
Liability to Scion, in either case of (i) or (ii) under any applicable Environmental Laws. For purposes of this Agreement, “Hazardous
Substances” means: (A) any petroleum or petroleum products, radioactive materials, asbestos in any form, mold, mildew, urea
formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated
biphenyls (PCBs) and radon gas; and (B) any chemicals, materials or substances that are now or ever have been defined as or included
in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely
hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” or
other words of similar import, under any Environmental Law.


 


(c)
No Production or Exposure of Hazardous Substances. Scion has not: (i) produced, processed, manufactured, generated, transported,
treated, handled, used, or stored any Hazardous Substances, except in compliance with Environmental Laws, at any Real Estate; or (ii)
exposed any employee or any third party to any Hazardous Substances under circumstances reasonably expected to give rise to any material
Liability or obligation under any Environmental Law.


 


(d)
No Legal Actions or Orders. Scion has not received written notice of and there is no Legal Action pending, or to the knowledge
of Scion, threatened against Scion, alleging any Liability or responsibility under or non-compliance with any Environmental Law or seeking
to impose any financial responsibility for any investigation, cleanup, removal, containment, or any other remediation or compliance under
any Environmental Law. Scion is not subject to any Order, settlement agreement, or other written agreement by or with any Governmental
Entity or third party imposing any material Liability or obligation with respect to any of the foregoing.


 




    	13



     


    




 


(e)
No Assumption of Environmental Law Liabilities. Scion has not expressly assumed or retained any Liabilities under any applicable
Environmental Laws of any other Person, including in any acquisition or divestiture of any property or business.


 


Section
3.14 Material Contracts.


 


(a)
Material Contracts. For purposes of this Agreement, “Scion Material Contract” shall mean the following to which
Scion is a party or any of the respective assets are bound (excluding any leases):


 


(i)
any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act of 1933, as amended);


 


(ii)
any employment or consulting Contract (in each case with respect to which Scion has continuing obligations as of the date hereof) with
any current or former (A) officer of Scion, (B) member of the Scion Board, or (C) Scion Employee providing for an annual base salary
or payment in excess of $60,000;


 


(iii)
any Contract providing for indemnification or any guaranty by Scion, in each case that is material to Scion, taken as a whole, other
than (A) any guaranty by Scion thereof of any of the obligations of Scion, or (B) any Contract providing for indemnification of customers
or other Persons pursuant to Contracts entered into in the ordinary course of business;


 


(iv)
any Contract that purports to limit in any material respect the right of Scion (or, at any time after the consummation of the Acquisition,
H-Cyte or any of its Subsidiaries) to (A) engage in any line of business, (B) compete with any Person or solicit any client or customer,
or (C) operate in any geographical location;


 


(v)
any Contract relating to the disposition or acquisition, directly or indirectly (by acquisition, sale of stock, sale of assets, or otherwise),
by Scion after the date of this Agreement of assets or capital stock or other equity interests of any Person, in each case with a fair
market value in excess of $75,000;


 


(vi)
any Contract that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights,
or properties of Scion;


 


(vii)
any Contract that contains any provision that requires the purchase of all or a material portion of Scion’s requirements for a
given product or service from a given third party, which product or service is material to Scion, taken as a whole;


 


(viii)
any Contract that obligates Scion to conduct business on an exclusive or preferential basis or that contains a “most favored nation”
or similar covenant with any third party or upon consummation of the Acquisition will obligate H-Cyte to conduct business on an exclusive
or preferential basis or that contains a “most favored nation” or similar covenant with any third party;


 


(ix)
any partnership, joint venture, limited liability company agreement, or similar Contract relating to the formation, creation, operation,
management, or control of any material joint venture, partnership, or limited liability corporation;


 


(x)
any mortgages, indentures, guarantees, loans, or credit agreements, security agreements, or other Contracts, in each case relating to
indebtedness for borrowed money, whether as borrower or lender, in each case in excess of $75,000, other than accounts receivables and
payables;


 




    	14



     


    




 


(xi)
any employee collective bargaining agreement or other Contract with any labor union;


 


(xii)
any Contract relating to Intellectual Property;


 


(xiii)
any other Contract under which Scion is obligated to make payment or incur costs in excess of $75,000 in any year and which is not otherwise
described in clauses (i)–(xii) above; or


 


(xiv)
any Contract which is not otherwise described in clauses (i)-(xiii) above that is material to Scion, taken as a whole.


 


(b)
Schedule of Material Contracts; Documents. Schedule 3.14(b) of the Scion Disclosure Letter sets forth a true and complete list
as of the date hereof of all Scion Material Contracts. Scion has made available to H-Cyte correct and complete copies of all Scion Material
Contracts, including any amendments thereto.


 


(c)
No Breach. (i) To Scion’s knowledge, all Scion Material Contracts are legal, valid, and binding on Scion, enforceable against
it in accordance with its terms, and is in full force and effect; (ii) neither Scion nor, to the knowledge of Scion, any third party
has violated any material provision of, or failed to perform any material obligation required under the provisions of, any Scion Material
Contract; and (iii) neither Scion nor, to the knowledge of Scion, any third party is in material breach, or has received written notice
of breach, of any Scion Material Contract.


 


Section
3.15 Insurance. Scion does not hold any insurance policies.


 


Section
3.16 Anti-Corruption Matters. Since December 31, 2020, no Scion director, officer or, to the knowledge of Scion, employee or agent
of Scion has: (i) used any funds for unlawful contributions, gifts, entertainment, or other unlawful payments relating to an act by any
Governmental Entity; (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic
political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iii) made any
other unlawful payment under any applicable Law relating to anti-corruption, bribery, or similar matters. Since January 1, 2019, Scion
has not disclosed to any Governmental Entity that it violated or may have violated any Law relating to anti-corruption, bribery, or similar
matters. To the knowledge of Scion, no Governmental Entity is investigating, examining, or reviewing Scion’s compliance with any
applicable provisions of any Law relating to anti-corruption, bribery, or similar matters.


 


ARTICLE
IV 


 


REPRESENTATIONS
AND WARRANTIES OF H-CYTE


 


Except:
(a) as disclosed in the H-Cyte Public Documents at least (5) five business days prior to the date hereof and as identified in the particular
representation that is reasonably apparent on the face of such disclosure to be applicable to the representation and warranty set forth
herein (other than any disclosures contained or referenced therein under the captions “Risk Factors,” “Forward-Looking
Statements,” “Quantitative and Qualitative Disclosures About Market Risk,” and any other disclosures contained or referenced
therein of information, factors, or risks that are predictive, cautionary, or forward-looking in nature); or (b) as set forth in the
correspondingly numbered Section of the H-Cyte Disclosure Letter that relates to such Section or in another Section of the H-Cyte Disclosure
Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section;
H-Cyte hereby represents and warrants to Scion and to the Scion Members as follows:


 




    	15



     


    




 


Section
4.01 Organization; Standing and Power; Charter Documents; Subsidiaries.


 


(a)
Organization; Standing and Power. Each of H-Cyte and its Subsidiaries is a corporation, limited liability company, or other legal
entity duly organized, validly existing, and in good standing (to the extent that the concept of “good standing” is applicable
in the case of any jurisdiction outside the United States) under the Laws of its jurisdiction of organization, and has the requisite
corporate, limited liability company, or other organizational, as applicable, power and authority to own, lease, and operate its assets
and to carry on its business as now conducted. Each of H-Cyte and its Subsidiaries is duly qualified or licensed to do business as a
foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good
standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of
the assets and properties owned, leased, or operated by it or the nature of its business makes such qualification or license necessary,
except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually
or in the aggregate, a H-Cyte Material Adverse Effect.


 


(b)
Charter Documents. The copies of the Articles of Incorporation and Bylaws of H-Cyte as most recently filed with the appropriate
authorities (the “H-Cyte Charter Documents”) are true, correct, and complete copies of such documents as in effect
as of the date of this Agreement. H-Cyte is not in violation of any of the provisions of the H-Cyte Charter Documents.


 


(c)
Subsidiaries. All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of H-Cyte
has been validly issued and are owned by H-Cyte, directly or indirectly, free of pre-emptive rights, are fully paid and nonassessable,
and are free and clear of all Liens, including any restriction on the right to vote, sell, or otherwise dispose of such capital stock
or other equity or voting interests, except for any Liens: (i) imposed by applicable securities Laws; or (ii) arising pursuant to the
charter documents of any non-wholly-owned Subsidiary of H-Cyte . Except for the capital stock of, or other equity or voting interests
in, its Subsidiaries, H-Cyte does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any
Person.


 


(d)
Valid Issuance of Acquisition Consideration and Contingent Shares. The shares of H-Cyte Common Stock comprising the Acquisition
Consideration and the Contingent Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth
in this Agreement, will be validly issued, fully paid and nonassessable, and such shares will be issued in compliance with all applicable
federal and state securities laws.


 


Section
4.02 Capital Structure.


 


(a)
Capital Stock. The authorized capital stock of H-Cyte consists of: (i) 500,000,000 shares of H-Cyte Common Stock and 50,000,000
shares of Preferred Stock. As of the date of this Agreement: 258,219 shares of H-Cyte Common Stock and • 493,642,117 shares of Series
A Preferred Stock were issued and outstanding. All of the outstanding shares of capital stock of H-Cyte are, and all shares of capital
stock of H-Cyte which may be issued as contemplated or permitted by this Agreement, including the shares of H-Cyte Common Stock constituting
part of the Acquisition Consideration, will be, when issued, duly authorized, validly issued, fully paid, and non-assessable, and not
subject to any pre-emptive rights. No Subsidiary of H-Cyte owns any shares of H-Cyte Common Stock. H-Cyte has provided the Scion Members
with a detailed capitalization of all securities convertible into H-Cyte Common Stock and its planned issuances.


 


(b)
Stock Awards. Except as disclosed in H-Cyte’s SEC filings, there are no options, warrants, conversion privileges or other
rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate H-Cyte to issue or sell
any shares of capital stock or other securities of H-Cyte or any of its Subsidiaries or any securities or obligations convertible or
exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of H-Cyte or any of its
Subsidiaries. The description of the H-Cyte’s capitalization on a fully diluted basis is as set forth in Schedule 4.02 of the H-Cyte
Disclosure Letter.


 


(c)
Voting Debt. No bonds, debentures, notes, or other indebtedness issued by H-Cyte or any of its Subsidiaries: (i) having the right
to vote on any matters on which stockholders or equity holders of H-Cyte or any of its Subsidiaries may vote (or which is convertible
into, or exchangeable for, securities having such right); or (ii) the value of which is directly based upon or derived from the capital
stock, voting securities, or other ownership interests of H-Cyte or any of its Subsidiaries, are issued or outstanding (collectively,
“H-Cyte Voting Debt”).


 




    	16



     


    




 


(d)
H-Cyte Subsidiary Securities. As of the date hereof, except as set forth in the H-Cyte Disclosure Letter, there are no outstanding:
(i) securities of H-Cyte or any of its Subsidiaries convertible into or exchangeable for H-Cyte Voting Debt, capital stock, voting securities,
or other ownership interests in any Subsidiary of H-Cyte ; (ii) options, warrants, or other agreements or commitments to acquire from
H-Cyte or any of its Subsidiaries, or obligations of H-Cyte or any of its Subsidiaries to issue, any H-Cyte Voting Debt, capital stock,
voting securities, or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities,
or other ownership interests in) any Subsidiary of H-Cyte; or (iii) restricted shares, restricted stock units, stock appreciation rights,
performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights
that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting
securities of, or other ownership interests in, any Subsidiary of H-Cyte, in each case that have been issued by a Subsidiary of H-Cyte.


 


Section
4.03 Authority; Non-Contravention; Governmental Consents; Board Approval.


 


(a)
Authority. H-Cyte has all requisite corporate power, and authority to enter into and to perform its obligations under this Agreement
and, subject to, in the case of the consummation of the Acquisition (“Requisite H-Cyte Approval”), to consummate the
transactions contemplated by this Agreement. The execution and delivery of this Agreement by H-Cyte and the consummation by H-Cyte of
the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action, as applicable, on the part
of H-Cyte and no other corporate proceedings on the part of H-Cyte are necessary to authorize the execution and delivery of this Agreement
by H-Cyte or to consummate the Acquisition and the other transactions contemplated by this Agreement, subject only, in the case of the
consummation of the Acquisition, to obtain the Requisite H-Cyte Approval. This Agreement has been duly executed and delivered by H-Cyte
and assuming due execution and delivery by Scion and the Scion Members, constitutes the legal, valid, and binding obligation of H-Cyte
and enforceable against H-Cyte in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity.


 


(b)
Non-Contravention. The execution, delivery, and performance of this Agreement by H-Cyte and the consummation by H-Cyte of the
transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with, or result in any violation or breach
of, the H-Cyte Charter Documents; (ii) assuming that all of the Consents contemplated by Section 4.03(c) have been obtained or made,
and in the case of the consummation of the Acquisition, conflict with or violate any Law applicable to H-Cyte or any of its properties
or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in H-Cyte’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional
payment or other Liability under, or alter the rights or obligations of any third party under, or give to any third party any rights
of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which H-Cyte or any of its Subsidiaries
is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of
the properties or assets of H-Cyte or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any
conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments,
accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected
to have, individually or in the aggregate, a H-Cyte Material Adverse Effect.


 


(c)
Governmental Consents. No Consent of any Governmental Entity is required to be obtained or made by H-Cyte in connection with the
execution, delivery, and performance by H-Cyte of this Agreement or the consummation by H-Cyte of the Acquisition and the other transactions
contemplated hereby, except for: (i) such Consents as may be required under applicable state securities or “blue sky” Laws
and the securities Laws of any foreign country or the rules and regulations of the OTC Markets; and (iii) such other Consents which if
not obtained or made would not reasonably be expected to have, individually or in the aggregate, an H-Cyte Material Adverse Effect.


 




    	17



     


    




 


(d)
Board Approval. The H-Cyte Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of H-Cyte duly
called and held and, not subsequently rescinded or modified in any way, has (A) determined that this Agreement and the transactions contemplated
hereby, including the Acquisition, and the payment of the Acquisition Consideration, upon the terms and subject to the conditions set
forth herein, are fair to, and in the best interests of, H-Cyte and its stockholders, and (B) approved and declared advisable this Agreement,
including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement,
including the Acquisition, upon the terms and subject to the conditions set forth herein.


 


Section
4.04 Public Filings; Financial Statements; Undisclosed Liabilities.


 


(a)
Public Filings. H-Cyte has timely filed with or furnished to, as applicable, the Securities Exchange Commission (the “SEC”),
all material registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and
all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2020 (the “H-Cyte
Public Documents”). H-Cyte is a reporting issuer, or the equivalent thereof, in Nevada (the “Reporting Jurisdiction”),
and is not currently in default of any requirement of the applicable Laws of the Reporting Jurisdiction and other regulatory instruments
of the securities authorities in the Reporting Jurisdiction, and no order ceasing, halting or suspending trading in securities of H-Cyte
or prohibiting the distribution of such securities has been issued to and is outstanding against H-Cyte and no investigations or proceedings
for such purposes are, to the knowledge of H-Cyte, pending or threatened. H-Cyte is in compliance in all material respects with all its
disclosure obligations under applicable Laws and all documents filed by H-Cyte pursuant to such obligations are in compliance in all
material respects with applicable Laws and, other than in respect of documents that have been amended or refiled, did not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.


 


(b)
Financial Statements. Each of the consolidated financial statements (including, in each case, any notes and schedules thereto)
contained in or incorporated by reference into the H-Cyte Public Documents: (i) complied as to form in all material respects with GAAP
with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout
the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as
may be permitted by the GAAP for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated
financial position and the results of operations, changes in stockholders’ equity, and cash flows of H-Cyte and its consolidated
Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited
interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations
of the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material).


 


(c)
Undisclosed Liabilities. The audited balance sheet of H-Cyte dated as of December 31, 2021 contained in the H-Cyte Public Documents
filed prior to the date hereof is hereinafter referred to as the “H-Cyte Balance Sheet.” Neither H-Cyte nor any of
its Subsidiaries has any Liabilities other than Liabilities that: (i) are reflected or reserved against in the H-Cyte Balance Sheet (including
in the notes thereto); (ii) were incurred since the date of the H-Cyte Balance Sheet in the ordinary course of business consistent with
past practice; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be
expected to have, individually or in the aggregate, a H-Cyte Material Adverse Effect.


 


(d)
OTC Compliance. H-Cyte is in compliance with all of the applicable listing and corporate governance rules of the OTC except for
any non-compliance that would not reasonably be expected to have, individually or in the aggregate, an H-Cyte Material Adverse Effect.


 


Section
4.05 Absence of Certain Changes or Events. Since the date of the H-Cyte Balance Sheet, except in connection with the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of H-Cyte and each of its Subsidiaries
has been conducted in the ordinary course of business consistent with past practice and there has not been or occurred any H-Cyte Material
Adverse Effect or any event, condition, change, or effect that could reasonably be expected to have, individually or in the aggregate,
a H-Cyte Material Adverse Effect.


 




    	18



     


    




 


Section
4.06 Taxes.


 


(a)
Except as disclosed in Schedule 4.06 of the H-Cyte Disclosure Letter, all Tax Returns required by applicable Laws to be filed with any
Governmental Entity by, or on behalf of, H-Cyte or any of its Subsidiaries have been filed when due in accordance with applicable Laws
(taking into account any applicable extensions), and all such material Tax Returns are complete and correct in all material respects.


 


(b)
H-Cyte and each of its Subsidiaries has paid, or has had paid on its behalf, or has collected, withheld and remitted to the appropriate
Governmental Entity all Taxes due and payable by them on a timely basis, other than those Taxes being contested in good faith and in
respect of which reserves have been provided in the most recently published consolidated financial statements of H-Cyte. H-Cyte and its
Subsidiaries have provided adequate accruals in accordance with GAAP in the most recently published consolidated financial statements
of H-Cyte for any Taxes of H-Cyte and each of its Subsidiaries for the period covered by such financial statements that have not been
paid whether or not shown as being due in any Tax Returns. Since the date of publication of the most recent consolidated financial statements
of H-Cyte, no material Liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed,
proposed to be assessed, incurred or accrued, other than in the ordinary course of business.


 


(c)
No material deficiencies, litigation, proposed adjustments or other matters in controversy exist or have been asserted with respect to
Taxes of H-Cyte or any of its Subsidiaries and neither H-Cyte nor any of its Subsidiaries is a party to any action or proceeding for
assessment or collection of Taxes and no such event has been asserted or, to the knowledge of H-Cyte, threatened against H-Cyte or any
of its Subsidiaries or any of their respective assets.


 


(d)
There are no currently effective material elections, agreements or waivers extending the statutory period or providing for any extension
of time with respect to the assessment or reassessment of any material Taxes, or of the filing of any material Tax Return or any payment
of material Taxes, by H-Cyte or any of its Subsidiaries.


 


Section
4.07 Compliance; Permits.


 


(a)
H-Cyte and each of its Subsidiaries are and, since January 1, 2019, to H-Cyte’s knowledge have been in compliance with, all Laws
or Orders applicable to H-Cyte or any of its Subsidiaries or by which H-Cyte or any of its Subsidiaries or any of their respective businesses
or properties is bound, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate,
a H-Cyte Material Adverse Effect. Since January 1, 2019, no Governmental Entity has issued any notice or notification stating that H-Cyte
or any of its Subsidiaries is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have,
individually or in the aggregate, an H-Cyte Material Adverse Effect.


 


(b)
Permits. H-Cyte and its Subsidiaries hold, to the extent necessary to operate their respective businesses as such businesses are
being operated as of the date hereof, all Permits except for any Permits for which the failure to obtain or hold would not reasonably
be expected to have, individually or in the aggregate, a H-Cyte Material Adverse Effect. No suspension, cancellation, non-renewal, or
adverse modifications of any Permits of H-Cyte or any of its Subsidiaries is pending or, to the knowledge of H-Cyte, threatened, except
for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, an H-Cyte Material
Adverse Effect. H-Cyte and each of its Subsidiaries is and, since January 1, 2019, has been in compliance with the terms of all Permits,
except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a H-Cyte
Material Adverse Effect.


 




    	19



     


    




 


Section
4.08 Litigation. Except as disclosed in Schedule 4.08 of the H-Cyte Disclosure Letter, there is no Legal Action pending, or to the
knowledge of H-Cyte, threatened against H-Cyte or any of its Subsidiaries or any of their respective properties or assets or, to the
knowledge of H-Cyte, any officer or director of H-Cyte or any of its Subsidiaries in their capacities as such other than any such Legal
Action that: (a) does not involve an amount that would reasonably be expected to have, individually or in the aggregate, a H-Cyte Material
Adverse Effect; and (b) does not seek material injunctive or other material non-monetary relief. None of H-Cyte or any of its Subsidiaries
or any of their respective properties or assets is subject to any Order of a Governmental Entity or arbitrator, whether temporary, preliminary,
or permanent, which would reasonably be expected to have, individually or in the aggregate, a H-Cyte Material Adverse Effect. To the
knowledge of H-Cyte, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations
pending or, to the knowledge of H-Cyte, threatened, in each case regarding any accounting practices of H-Cyte or any of its Subsidiaries
or any malfeasance by any officer or director of H-Cyte.


 


Section
4.09 Brokers’ and Finders’ Fees. Neither H-Cyte nor any of its Affiliates has incurred, nor will it incur, directly or
indirectly, any Liability for investment banker, brokerage, or finders’ fees or agents’ commissions, or any similar charges
in connection with this Agreement or any transaction contemplated hereby for which Scion or any Scion Member would be liable in connection
with the Acquisition. For purposes of this Agreement, an “Affiliate” of any particular Person means any other Person
controlling, controlled by or under common control with such particular Person, where “control” means the possession,
directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities,
contract, or otherwise.


 


Section
4.10 Material Contracts. For purposes of this Agreement, “H-Cyte Material Contract” shall mean any Contract that
is material to H-Cyte and its Subsidiaries, taken as a whole. All H-Cyte Material Contracts are legal, valid, and binding on H-Cyte or
its applicable Subsidiary, enforceable against it in accordance with its terms, and is in full force and effect; (ii) neither H-Cyte
nor any of its Subsidiaries nor, to the knowledge of H-Cyte, any third party has violated any material provision of, or failed to perform
any material obligation required under the provisions of, any H-Cyte Material Contract; and (iii) neither H-Cyte nor any of its Subsidiaries
nor, to the knowledge of H-Cyte, any third party is in material breach, or has received written notice of breach, of any H-Cyte Material
Contract.


 


Section
4.11 Ownership of H-Cyte Common Stock. Neither H-Cyte nor any of its Affiliates or associates is the “beneficial owner”
(as defined in Regulation D promulgated under the Securities Act of 1933, as amended) of any shares of H-Cyte Common Stock.


 


Section
4.12 Intended Tax Treatment. Neither H-Cyte nor any of its Subsidiaries has taken or agreed to take any action, and to the knowledge
of H-Cyte there exists no fact or circumstance that is reasonably likely, to prevent or impede the Acquisition from qualifying as a “reorganization”
within the meaning of Section 368(a) of the Code. This Section shall in no way serve as a representation of H-Cyte that the transaction
is tax free to the Scion Members.


 


ARTICLE
V 


 


REPRESENTATIONS
AND WARRANTIES OF THE SCION MEMBERS


 


Each
Scion Member, severally but not jointly with any other Scion Member, represents and warrants to H-Cyte that (i) such Scion Member is
the true and lawful owner, of record and beneficially, of the Purchased Interest owned by such Scion Member, free and clear of any Liens,
(ii) no understanding, agreement (either express or implied), or reasonable expectancy of agreement with respect to the sale or transfer
of the Purchased Interest owned by such Scion Member exists between such Scion Member and any third party (other than H-Cyte), and (iii)
there are no (A) outstanding or authorized options, warrants, or convertible securities of any kind to acquire from such Scion Member
any equity or debt securities of Scion or securities convertible into or exchangeable for equity or debt securities of Scion; or (B)
other rights, agreements, arrangements or commitments of any character relating to the Purchased Interest owned by such Scion Member
that would be binding on H-Cyte as the successor owner thereof or would encumber such Purchased Interest.


 




    	20



     


    




 


ARTICLE
VI 


 


COVENANTS


 


Section
6.01 Notices of Certain Events; Stockholder Litigation; No Effect on Disclosure Letters.


 


(a)
Notices of Certain Events. Scion shall notify H-Cyte, and H-Cyte shall notify Scion, promptly of: (i) any notice or other communication
from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this
Agreement; and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by
this Agreement.


 


(b)
No Effect on Disclosure Letters. In no event shall: (i) the delivery of any notice by a party pursuant to this Section 6.01 limit
or otherwise affect the respective rights, obligations, representations, warranties, covenants, or agreements of the parties or the conditions
to the obligations of the parties under this Agreement; (ii) disclosure by Scion be deemed to amend or supplement the Scion Disclosure
Letter or constitute an exception to Scion’s representations or warranties; or (iii) disclosure by H-Cyte be deemed to amend or
supplement the H-Cyte Disclosure Letter or constitute an exception to H-Cyte’s representations or warranties.


 


Section
6.02 Public Announcements. The initial press release with respect to this Agreement and the transactions contemplated hereby shall
be a release mutually agreed to by Scion and H-Cyte. Thereafter, each of Scion, H-Cyte and each Scion Member agrees that no public release
or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of Scion
and H-Cyte (which consent shall not be unreasonably withheld, conditioned, or delayed), except as may be required by applicable Law or
the rules or regulations of any applicable securities exchange or other Governmental Entity to which the relevant party is subject or
submits, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other
party reasonable time to comment on such release or announcement in advance of such issuance.


 


Section
6.03 Anti-Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,”
or other anti-takeover Law becomes or is deemed to be applicable to the transaction contemplated by this Agreement, then each of Scion
and the Scion Board on the one hand, and H-Cyte and the H-Cyte Board on the other hand, shall grant such approvals and take such actions
as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated
hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.


 


Section
6.04 Stock Exchange Matters. H-Cyte shall use its best efforts to cause the shares of H-Cyte Common Stock to be issued in connection
with the Acquisition to be listed on the OTC (or such other stock exchange as may be mutually agreed upon by Scion and H-Cyte), subject
to official notice of issuance, prior to the Closing Date.


 


Section
6.05 Cooperation. The parties agree to cooperate with each other and use reasonable best efforts to promptly prepare and file all
necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable any consents,
approvals and authorizations of all third parties and governmental bodies which are necessary or advisable to consummate this Agreement
and to comply with the terms and conditions of all such consents, approvals and authorizations of all such third parties and governmental
bodies.


 




    	21



     


    




 


ARTICLE
VII 


 


MISCELLANEOUS


 


Section
7.01 Interpretation; Construction.


 


(a)
The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit
or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit, Article, or Schedule,
such reference shall be to a Section of, Exhibit to, Article of, or Schedule of this Agreement unless otherwise indicated. Unless the
context otherwise requires, references herein: (i) 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 (ii) to
a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated
thereunder. Whenever the words “include,” “includes,” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation,” and the word “or” is not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does
not simply mean “if.” A reference in this Agreement to $ or dollars is to U.S. dollars. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. The words “hereof,” “herein,” “hereby,”
“hereto,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the Scion
Disclosure Letter and the H-Cyte Disclosure Letter.


 


(b)
The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


Section
7.02 Survival. No representation, warranty, covenant or agreement of the parties contained in this Agreement contained in this Agreement
or in any instrument delivered under this Agreement will survive the Closing Date, except (i) any representation, warranty, covenant
or agreement of the parties contained in this Agreement which, by its terms, contemplates performance after the Closing Date, and (ii)
as follows:


 


(i)
the representations and warranties set out in ARTICLE III (Representations and Warranties Relating to Scion) shall continue in full force
and effect for a period of one (1) year after the Closing Date;


 


(ii)
the representations and warranties set out in ARTICLE IV (Representations and Warranties Relating to H-Cyte) shall continue in full force
and effect for a period of one (1) year after the Closing Date; and


 


(iii)
any claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate
or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following
the Closing Date, subject only to applicable limitation periods imposed by Law.


 


Section
7.03 Governing Law. This Agreement and all Legal Actions (whether based on contract, tort, or statute) arising out of, relating to,
or in connection with this Agreement or the actions of any of the parties hereto in the negotiation, administration, performance, or
enforcement hereof, shall be governed by and construed in accordance with the internal Laws of the State of Nevada without giving effect
to any choice or conflict of Law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application
of Laws of any jurisdiction other than those of the State of Nevada.


 


Section
7.04 Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement
and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined
exclusively in the state and federal courts sitting in the State of Indiana, or in the event (but only in the event) that such courts
do not have subject matter jurisdiction over such Legal Action, then in the state and federal courts sitting in the State of Nevada.
Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided
in Section 7.06 or in such other manner as may be permitted by applicable Law, will be valid and sufficient service thereof. Each of
the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally
and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating
to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.
Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise,
in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement
of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (a) any claim that it is not personally
subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this
Section 7.04; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action,
or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, or (iii)
this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 




    	22



     


    




 


Section
7.05 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.05.


 


Section
7.06 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and
shall be deemed to have been given upon the earlier of actual receipt or (a) when delivered by hand providing proof of delivery; (b)
when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email
if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
Such communications must be sent to the respective parties at the following addresses (or to such other Persons or at such other address
for a party as shall be specified in a written notice given in accordance with this Section 7.06):


 


	If
    to H-Cyte, to:	 	H-CYTE
    INC.

     

    2202
    N. West Shore Blvd, Suite 200

     

    Tampa,
    FL

     

    Attention:
    Jeremy Daniel, CFO

     

    Email:
    jdaniel@hcyte.com

	 	 	 
	with
    a copy (which will not constitute notice to H-Cyte) to:	 	Sichenzia
    Ross Ference LLP

     

    1185
    Avenue of the Americas

     

    New
    York, NY 10036

     

    Attention:
    Arthur Marcus

     

    Email:
    amarcus@srf.law

	 	 	 
	If
    to Scion, to:	 	 

    

    

	 	 	 
	with
    a copy (which will not constitute notice to Scion) to:	 	 

     

    

	 	 	 
	If
    to any Scion Member, to:	 	The
    address for such Scion Member

     

    set
    forth on Schedule A



 




    	23



     


    

 


Section
7.07 Entire Agreement. This Agreement (including the Schedule to this Agreement), the Scion Disclosure Letter and the H-Cyte Disclosure
Letter constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other
prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of
this Agreement. In the event of any inconsistency between the statements in the body of this Agreement, the H-Cyte Disclosure Letter,
and the Scion Disclosure Letter (other than an exception expressly set forth as such in the H-Cyte Disclosure Letter or Scion Disclosure
Letter), the statements in the body of this Agreement will control.


 


Section
7.08 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and respective
successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section
7.09 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,
illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.


 


Section
7.10 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Neither H-Cyte nor Scion on the other hand, may assign its rights or obligations hereunder without the prior written
consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. No Scion Member may assign his
or its rights or obligations hereunder without the prior written consent of H-Cyte and Scion, which consent shall not be unreasonably
withheld, conditioned, or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section
7.11 Remedies. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement
will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law, or in equity. The exercise by a
party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.


 


Section
7.12 Specific Performance.


 


(a)
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of
this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court described in Section 7.04.


 


(b)
Each party further agrees that: (i) no such party will oppose the granting of an injunction or specific performance as provided herein
on the basis that the other party has an adequate remedy at Law or that an award of specific performance is not an appropriate remedy
for any reason at Law or equity; (ii) no such party will oppose the specific performance of the terms and provisions of this Agreement;
and (iii) no other party or any other Person shall be required to obtain, furnish, or post any bond or similar instrument in connection
with or as a condition to obtaining any remedy referred to in this Section 7.12, and each party irrevocably waives any right it may have
to require the obtaining, furnishing, or posting of any such bond or similar instrument.


 


Section
7.13 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, all of which will be one and the
same agreement. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all
of the other parties.


 


[SIGNATURE
PAGES FOLLOW]


 




    	24



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above individually or by their
respective officers thereunto duly authorized, as applicable.


 


	 	SCION:
	 	 
	 	SCION
    SOLUTIONS, LLC
	 	 
	 	By:	 /S/
    Spencer Brown 
	 	 	 
	 	Name:	Spencer
    T. Brown
	 	 	 
	 	Title:	Manager
	 	 
	 	H-CYTE:
	 	 
	 	H-CYTE,
    INC.
	 	 
	 	By:	 /S/ Michael Yurkowsky 
	 	 	 
	 	Name:	Michael
Yurkowsky
	 	 	 
	 	Title:	Chief
    Executive Officer


 




    	25



     


    




 


	 	SCION
    MEMBERS:

     

	 	BBA
    MEDICAL SOLUTIONS, LLC
	 	 
	 	 
	 	By:
    Spencer T. Brown, Manager
	 	 
	 	 
	 	Spencer
    T. Brown
	 	 
	 	RHODES
    & ASSOCIATES, LLC
	 	 
	 	 
	 	By:
    Tanya Rhodes, Manager
	 	 
	 	CUTTING
    EDGE RESEARCH, LLC
	 	 
	 	 
	 	By:
    Dr. Brock Liden, Manager


 




    	26



     


    

 


SCHEDULE
A


 


SCION
MEMBERS


 


	Name and address of Scion Member	 	Sharing Ratio
 Owned
	 	 	Initial Shares of H-Cyte
 Common Stock to be
 Received
	 
	 	 	 	 	 	 	 
	Rhodes & Associates, LLC

                                                 

                                                c/o Tanya Rhodes PhD
	 	 	33.33	%	 	 	41,051	 
	 	 	 	 	 	 	 	 	 
	

                                    Cutting Edge Research, LLC

                                     

                                    c/o Dr. Brock Liden 
	 	 	33.33	%	 	 	41,051	 
	 	 	 	 	 	 	 	 	 
	

                                    BBA Medical Solutions, LLC

                                     

                                    c/o Spencer T Brown 
	 	 	32.67	%	 	 	40.230	 
	 	 	 	 	 	 	 	 	 
	

                                    Spencer T Brown 
	 	 	0.67	%	 	 	821	 



 




    	 	A-1	 



    	 



    


 





SCHEDULE
B


 


H-CYTE
SECURITIES


 


	As of December 21, 2022
	 	 	Pre-Acquisition Shares by Type	 	 	Shares of H-CYTE Common Stock Issued to SkinDisc	 	 	Post Acquistion Shares by Type	 
	Common Stock Outstanding	 	 	492,610	 	 	 	123,153	 	 	 	615,763	 
	 	 	 	 	 	 	 	 	 	 	 	-	 
	Jantibody Conversion of Acquisition Shares	 	 	424,180	 	 	 	106,045	 	 	 	530,225	 
	Series A Preferred Outstanding (post 1000/1 reverse split)	 	 	438,776	 	 	 	109,694	 	 	 	548,470	 
	Warrants Outstanding	 	 	448,538	 	 	 	112,135	 	 	 	560,673	 
	Options Outstanding-New Plan (to be issued)	 	 	140,000	 	 	 	35,000	 	 	 	175,000	 
	HCYTE Convertible Note Conversion	 	 	1,875,588	 	 	 	468,897	 	 	 	2,344,485	 
	Sub-Total	 	 	3,327,082	 	 	 	831,771	 	 	 	4,158,853	 
	 	 	 	 	 	 	 	 	 	 	 	-	 
	Total	 	 	3,819,692	 	 	 	954,923	 	 	 	4,774,615	 



 




    	 	B-1	 



    	 



    


 


SCHEDULE
C


 


Performance
Payments


 


Upon
achievement of each Performance Milestone set forth below, H-Cyte shall make the corresponding Performance Payment to the Scion Members
promptly, but in any event within ten (10) business days, of the achievement of the applicable Performance Milestone. For the avoidance
of doubt, the parties acknowledge and agree that the Performance Milestones marked with an “*” may be achieved multiple times
and that a Performance Payment shall be made to the Scion Members each time such Performance Milestone is achieved. Any Performance Payments
made hereunder shall be allocated based on the Scion Members respective ownership percentage as set forth on Schedule A.


 





	Performance
    Milestone	 	Performance
    Payment
	Qualified
    Funding/Uplifting of H-Cyte	 	$45,000
	1-Year
    Anniversary of Uplifting of H-Cyte	 	$75,000
	2-Year
    Anniversary of Uplifting of H-Cyte	 	$120,000
	Initiation
    of SkinDisc Study	 	$50,000
	Receipt
    of De Novo or any other approval/clearance that would allow SkinDisc to go to market	 	$100,000
	Submission
    for specific and individual reimbursement codes relating to SkinDisc	 	$25,000
	Receipt
    of specific and individual reimbursement codes relating to SkinDisc	 	$50,000
	Completion
    of SkinDisc Study	 	$50,000
	Launch
    of any additional SkinDisc product line extension (e.g., SkinDisc Lite)*	 	$100,000
	Annual
    net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)*	 	Greater
    of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000
	Cumulative
    net sales from SkinDisc (including SkinDisc extensions) of $600,000	 	$200,000
	Cumulative
    net sales from SkinDisc (including SkinDisc extension) of $2,000,000	 	$150,000
	Cumulative
    net sales from SkinDisc (including SkinDisc extension) of $4,000,000	 	$300,000
	Net
    sales from SkinDisc (including SkinDisc extensions) of $6,000,000 during any single calendar year*	 	$300,000


 


*Performance
Payments triggered by Qualified Funding of $8MM / uplisting of H-Cyte


 




    	 	C-1