Exhibit
10.10


 


STOCKHOLDERS’
AGREEMENT


 


This
STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into effective as of April 26, 2017, among
GLOBAL BIOLIFE INC., a Nevada corporation, (the “Company”) and all of the Company’s stockholders, as
listed on the signature page hereto) individually, a “Stockholder” and collectively, the “Stockholders”).


 


PRELIMINARY
STATEMENTS


 


	 	A.	Each
    Stockholder owns shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock” or
    “Stock”) in such amounts as of the date hereof as are set forth on Exhibit A hereto.
	 	 	 
	 	B.	The
    Stockholders and the company desire to enter into this Agreement for the purpose of regulating certain aspects of the relationship
    between the Stockholders as stockholders of the Company and to, among other things, (i) place certain restrictions on the sale, transfer
    or other disposition of the shares of Stock owned by the Stockholders and (ii) provide for certain rights and obligations with respect
    thereto as hereinafter provided.


 


STATEMENT
OF AGREEMENT


 


NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto agree as follows:


 


ARTICLE
I


DEFINITIONS


 


	1.1	Certain
    Definitions: For purposes of this Agreement, the following terms shall have the meanings set forth below: 


 


“Affiliate”
of a Person means any other Person Controlling, Controlled by or under common Control with such Person. An “Affiliate”
of the Company includes each of the Company’s direct or indirect Subsidiaries, whether or not in existence on the date hereof.
An “Affiliate” of a Stockholder that is a corporation includes its parent and each of the Stockholder’s
or its parent’s direct or indirect Subsidiaries, whether or not in existence on the date hereof. For the purposes hereof, the Company
and its Subsidiaries shall not be deemed an Affiliate of any Stockholder.


 


“Agreement”
has the meaning set forth in the preface.


 


‘“Available
Stock” has the meaning set further in Section 5.1 (c) hereof.


 


“Board”
means the board of directors of the Company.


 


“Bylaws”
means the bylaws of the Company, as amended from time to time.


 


Initials:


 




    	1



     


    

 


“Capital
Management Decisions” has the meaning set further in Section 2.2 (c) hereof.


 


“Capital
Stock” means that the Common Stock of any other class or series of capital stock or other equity securities of the Company,
whether authorized as of or after the date hereof.


 


“Certificate”
means the certificate of incorporation of the Company, as amended from time to time.


 


“Common
Stock” has the meaning set forth in the preliminary Statements.


 


“Company”
has the meaning set further in the preface.


 


“Company
Representatives” has the meaning set forth in Section 7.1 (a) hereof.


 


“Confidential
Information” has the meaning set further in Section 7.1 (a) hereto.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership or voting securities, by contract or otherwise.


 


“Control
Seller” has the meaning set further in Section 5.2 hereof.


 


“Director”
means any member of the Board.


 


“Drag-Along
Sale” has the meaning set forth in Section 5.2 hereof.


 


“Family”
means the then-current spouse and descendants (whether natural or adopted) of a Person (collective, “Relatives”)
any custodian of a custodianship for and on behalf of such Person or of a Relative who is a minor or any trustee of a trust solely for
the benefit of one or more of the foregoing.


 


“Financing
Agreement” means any credit agreement, guarantee, financing, or security agreement or other agreements or instruments governing
indebtedness of the Company or any of its Affiliates.


 


“Fully
Diluted Basis” means, as of any date of determination (a) with respect to all Capital Stock, all issued and outstanding
Capital Stock of the Company and all Capital Stock issuable upon the exercise or conversion of any outstanding Stock Equivalents as of
such date, whether or not such Stock Equivalent is at the time exercisable or convertible or (b) with respect to any specified type,
class or series of Capital Stock, all issued and outstanding shares of Capital Stock designated as such type, class or series and all
such designated shares of Capital Stock issuable upon the conversion or exercise of any outstanding Stock Equivalents as of such date,
whether or not such Stock Equivalent is at the time exercisable or convertible.


 


“Independent
Third Party” means any Person who, immediately prior to the contemplated transaction: (a) does not directly or indirectly
beneficially own in excess of five person (5%) of the issued and outstanding Stock, (b) is not an Affiliate of any other Person that
directly or indirectly beneficially owns in excess of five person (5%) of the issued and outstanding Stock, and (c) is not a member of
the Family of any other Person that directly or indirectly beneficially owns in excess of five person (5%) of the issued and outstanding
Stock, in each case, calculated on a Fully Diluted Basis.


 


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“Initial
Cost” means, with respect to any share of Stock, the purchase price paid to the Company with respect to such Stock
by the Stockholder to whom such Stock was originally issued. If non-monetary consideration was provided for any Stock, including services
rendered, the Initial Cost of such shares of Stock shall be determined in good faith by the Board.


 


“Initiating
Seller” as the meaning set forth in Section 5.3 hereof.


 


“Linebacker
Patents” has the meaning set forth in Section 9.2(a) hereof.


 


“Non-Control
Seller” has the meaning set forth in Section 5.2 hereof.


 


“Non-Initiating
Seller” has the meaning set forth in Section 5.3. hereof.


 


“Non-Transferring
Stockholders” has the meaning set forth in Section 4.1(c)(i) hereof.


 


“Notes”
has the meaning set forth in Section 7.1(b) hereof.


 


“Offered
Stock” has the meaning set forth in Section 5.1(a) hereof.


 


“Participating
Stockholder” has the meaning set forth in section 5.1 (c) hereof.


 


“Permitted
Transferee” means a Person to whom Stock is Transferred pursuant to Section 4.1(b) hereof.


 


“Person”
means any individual, partnership, corporation, limited company, limited liability company, joint venture, trust, association
or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.


 


“Public
Offering” means a public offering of Stock (or the securities of any successor entity of the Company) or equity interests
of a Subsidiary pursuant to an effective registration statement under the Securities Act.


 


“Public
Sale” means any sale pursuant to a Public Offering or any sale to the public pursuant Rule 144.


 


“Qualified
Stockholder” has the meaning set forth in Section 3.1 hereof.


 


“Relatives”
has the meaning set forth in the definition of “Family.”


 


“Rule
144” means rule 144 adopted by the SEC under the Securities Act.


 


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“Sale
of the Company” means the sale (in a single transaction or a series of related transactions) of the Company to any Independent
Third Party or group of Independent Third Parties (other than pursuant to a Public sale) pursuant to which such Independent Third Party
or group of Independent Third Parties acquire (a) at least a majority of the then-issued and outstanding shares of Stock (whether by
merger, consolidation, sale or Transfer of Stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the
assets of the Company and its Subsidiaries, determined on a consolidated basis.


 


“Sale
Stock” has the meaning set forth in Section 5.2 hereof.


 


“Scientific
Research Decisions” has the meaning set forth in Section 2.2 (e) hereof.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the U.S. Securities Act of 1933 and the rules and regulations promulgated thereunder, in each case as amended from
time to time, or any successor thereto.


 


“Stock”
has the meaning set forth in the Preliminary Statements.


 


“Stock
Equivalents” means any security or obligation that is by its terms, directly or indirectly, convertible into, exchangeable
or exercisable for Stock, and any option, warrant or other right to subscribe for, purchase or acquire Stock.


 


“Stockholder”
has the meaning set forth in the preface.


 


“Stockholder
Ownership” means, with respect to any Stockholder, the quotient expressed as a percentage, equal to (a) the number of shares
of Stock (on a Fully Diluted Basis) owned by such Stockholder divided by (b) the number of shares and then issued and outstanding Stock
(on a Fully Diluted Basis) owned by all Stockholders.


 


“Subject
Stock” has the meaning set forth in Section 4.1(c)(i) hereof.


 


“Subsidiary”
means any Person of which the Company owns equity interests having a majority of the voting power in electing the governing body
of such Person directly or through one or more Subsidiaries or, in the case of a partnership, limited liability partnership or
other similar entity, equity interests conveying, directly or indirectly, a majority of economic interests in such partnership or entity.


 


“Tag-Along
Stock” has the meaning set forth in Section 5.3 hereof.


 


“Transfer”
means any transfer, sale, assignment, pledge, encumbrance or other disposition, irrespective of whether any of the foregoing is effected
voluntarily, by operation of law or otherwise, or whether inter vivos or upon death.


 


“Transfer
Offer Notice” has the meaning in Section 4.1(c)(i) hereof.


 


“Transfer
Offer Period” has the meaning set forth in Section 4.1(c)(i) hereof.


 


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“Transferee”
means any Person (including any Permitted Transferee) to whom Stock it is to be Transferred (except pursuant to a Public Sale).


 


“Transferring
Stockholder” has the meaning set forth in Section 4.1(c)(i) hereof.


 


Article
II 


 


MANAGEMENT


 


2.1
Board Composition.



 


(a)
There shall never be less than one nor more than five (5) Directors on the Board and such number shall be determined from time to time
by the Board. A director need not be a stockholder of the Company or a resident of the State of Nevada. Subject to Section 2.1 (b), the
Directors will be elected by the Stockholders of the Company.


 


(b)
Each Stockholder shall vote all of such Stockholder’s Stock and any other voting securities of the Company over which such Stockholder
has voting control and shall take all other reasonably necessary or desirable actions within such Stockholder’s control (whether
in such holder’s capacity as a stockholder, manager, member of a Board committee, office of the Company or otherwise, and including,
without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents
in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including, without
limitation, calling special Board and Stockholder meetings), to elect such Directors as follows:


 


(i)
Each of GROG Sciences, LLC and Holista Colltech Limited shall be entitled to nominate one Director, so long as they shall remain Qualified
Stockholders of the Company (as defined in Section 3.1 hereof) and each Director so elected will hold office until his or her successor
has been duly elected and qualified or until his or her earlier resignation or removal.


 


(ii)
Global BioMedical, Inc. shall be entitled to nominate two Directors, so long as it shall remain a Qualified Stockholder of the Company
(as defined in Section 3 .1 hereof) and each Director so elected will hold office until his or her successor has been duly
elected and qualified or until his or her earlier resignation or removal. In addition, Global BioMedical, lnc. shall, so long as it shall
remain a Qualified Stockholder of the Company (as defined in Section 3.1 hereof), be entitled to appoint the Company’s Chief Executive
Officer, who may, at the discretion of Global BioMedical, Inc., also be nominated to serve as a Director, in addition to the two other
Directors Global BioMedical, Inc. shall be entitled to appoint. The Chief Executive Officer will hold office as Director until his or
her successor has been duly elected and qualified or until his or her earlier resignation or removal.


 


(iii)
The parties hereto herby agree that the initial Directors of the company shall be Fai H. Chan, Robert Trapp, Dr. Rajen M. Dato and Daryl
Thompson.


 


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    	5



     


    

 


(iv)
Global BioMedical, Inc. shall appoint the Chairman of the Company’s Board of Directors. The initial Chairman of the Company’s
Board of Directors shall be Fai H. Chan.


 


(v)
In the event of any tie in any vote of the Company’s Board of Directors, the Chairman of the Board shall be entitled to cast the
tie-breaking vote.


 


2.2
Required Approvals. Unless otherwise provided in this Agreement and subject to the Certificate, the Bylaws and applicable law, any decision,
action, approval or consent required or permitted to be taken shall require the following approval:


 


(a)
Approval of all matters relating to or arising out of the conduct or management of the operation of the Company that are not (i) Capital
Management Decisions; or (ii) Scientific Research Decisions shall be the decision of the Board.


 


(b)
Approval regarding Capital Management Decisions shall be at the sole discretion of Global BioMedical, Inc., and shall not be taken without
the consent of Global BioMedical, Inc.


 


(c)
For the purposes of this Agreement, “Capital Management Decisions” shall mean the following decisions:


 


(i)
authorizing, or increasing the number of authorized equity interests of, any class of equity interests ranking pari passu with or senior
to the Common Stock as to distributions or liquidation preference, including additional Common Stock;


 


(ii)
authorizing any issuance or entry into an agreement for the issuance of capital stock (or any Stock Equivalents) of the Company or any
of its Subsidiaries, except as may be provided for under any management incentive plan previously approved by the stockholders of the
Company;


 


(iii)
approving the incurrence of material indebtedness or approving any material change to the terms of the Financing Agreements, unless contemplated
in annual business plan and budget;


 


(iv)
acquisition, investments in third parties, strategic alliances or partnerships;


 


(v)
incurring debt, granting security, and guarantees unless contemplated in the annual business plan and budget;


 


(vi)
corporate reorganizations, amalgamations, mergers, issue of shares and rights to shares in general or to third parties, including public
offerings;


 


(vii)
filing a registration statement with the SEC;


 


(viii)
recruiting a market maker to sponsor the Company; or


 


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    	6



     


    

 


(ix)
applying for a listing on any securities exchange.


 


(d)Approval
regarding “Scientific Research Decisions” shall be at the sole discretion of GRDG Sciences, LLC, and shall
not be taken without the consent of GRDG Sciences, LLC.


 


(e)For
the purposes of this Agreement, “Scientific Research Decisions” mean those decisions related to the Company’s conduct
of scientific research but shall not include the initiation or termination of research project, or the approval or modification
of a research budget.


 


2.3
Other Activities. Except as set forth in Section 9.4 of this Agreement, notwithstanding anything expressed or implied herein to the contrary,
(a) Stockholders (including their owners, officers, directors, and employees) may engage in or possess interests in other business ventures
of any kind and description, independently or with others, for their own accounts; (b) the fact that a Stockholder may avail itself of
any opportunities, either by itself or with other Persons, and not offer such opportunities to the Company, shall not subject such Stockholder
to liability to the Company or to any other Stockholder on account of a lost Company opportunity; and (c) no Stockholder shall have any
right by virtue of this Agreement in or to any such opportunities described above or to the income or profits derived therefrom, and
the pursuit of such opportunities, even though competitive with the Company, shall not be deemed wrongful or improper or in violation
of this Agreement; provided, however, that in no case shall the foregoing apply to any interest in any business venture, opportunity
or income related to the Linebacker Patents listed in Section 9.2(a) of this Agreement or such projects as may be subsequently acquired
by the Company pursuant to Section 9.4 of this Agreement.


 


2.4
Act of the Stockholders. Except as otherwise expressly required by this Agreement, any consent, decision or other action required to
be taken by the Stockholders under this Agreement shall be determined by a vote of the Stockholders holding the maj01ity of the then-issued
and outstanding Stock calculated on a Fully Diluted Basis.


 


ARTICLE
Ill


 


INFORMATION
RIGHTS


 


3.1
Financial Statements. The Company shall transit via mail, overnight courier, facsimile or e-mail to each Stockholder holding at
least five percent (5%) of the then-issued and outstanding shares of Stock calculated on a Fully Diluted Basis (such Stockholder, a
“Qualified Stockholder”), a consolidated balance sheet, profit and loss statement and statement of cash flows of the
Company for and as of the end of such fiscal year promptly upon Company’s receipt thereof, but in any event within one
hundred twenty (120) days after the end of each fiscal year.


 


3.2
Inspection and Copying of Records. Subject to the confidentiality provisions of Section 7.1 and upon reasonable request by a Qualified
Stockholder, a Qualified Stockholder or any representative designated by such Qualified Stockholder shall have the right during normal
business hours to (i) visit and inspect any of the properties of the Company or any of its Subsidiaries and (ii) inspect and copy corporate
and financial records of the Company or any of its Subsidiaries; provided, however, that nothing herein shall obligate the Company to
take any actions that would unreasonably intent the normal course of the Company’s business.


 


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3.3
Duration of Information Rights. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this A1ticle
ill shall terminate upon the consummation of a Public Offering or Sale of the Company.


 


ARTICLE
IV


 


TRANSFERS


 


4.1
Conditions to Transfers


 


(a)Restrictions
on Transfers of Stock. No Stockholder shall Transfer any Stock, except: (i) to a Permitted Transferee as expressly set forth in Section
4. l(b) hereof, (ii) with the prior written consent of the Board (which consent may be withheld for any reason or no reason) or (iii)
as expressly pem1itted by Article V with respect to a Sale of the Company or a Tag-Along Sale. Any Transfer of Stock in violation of
this Agreement shall be null and void.


 


(b)
Permitted Transfers. Stock may be Transferred as follows without the Board’s approval (each such transferee being a “Permitted
Transferee”): (i) by a Permitted Transferee to another Stockholder; or (ii) by a Stockholder to any of its Affiliates.


 


(c)
Right of First Refusal. 


 


Other
than Transfers permitted under Section 4.1 (b), or pursuant to Article V with respect to a Sale of the Company or a Tag-Along
Sale, any Stockholder desiring to Transfer all or any portion of its Stock (a “Transferring Stockholder”) to a ready, willing
and able Transferee must first offer to Transfer such Stock (the “Subject Stock”) to the other Stockholders (the “Non-Transferring
Stockholders”) as a group. Such offer will be made by an irrevocable written offer (the” Transfer Offer Notice”) to
Transfer all of the Subject Stock and will contain a complete description of the transaction in which the Transferring Stockholder proposes
to Transfer the Subject Stock, including the name of the proposed Transferee (including any significant beneficial owners thereof) and
the consideration specified. The Non-Transferring Stockholders will have thirty (30) days (the “Transfer Offer Period’’)
after actual receipt of the Transfer Offer Notice within which to advise the Transferring Stockholder whether or not they will acquire
their pro rata portion of the Subject Stock upon the terms and conditions contained in the Transfer Offer Notice. If, within the
Transfer Offer Period, one or more Non-Transferring Stockholders elects to acquire the Subject Stock, then such Non-Transferring Stockholder
or Stockholders will close such transaction no later than the later to occur of (A) the closing date set forth in the Transfer Offer
Notice or (B) sixty (60) days after the last day of the Transfer Offer Period.


 


(ii)
If any Non-Transferring Stockholder does not elect to acquire its propo1tionate share of the Subject Stock being transferred,
the remaining Non-Transferring Stockholders will have the right to acquire an equal and undivided po1tion of the remaining Subject Stock
based on the relation of their Stock to the Stock of all Non-Transferring Stockholders desiring to acquire a po1tion of the Subject Stock.
The right herein created in favor of the Non-Transferring Stockholders as a group is an option to acquire all, or none, of the Subject
Stock (but shall not entitle the Non-Transferring Stockholders to acquire some portion of the Subject Stock less than all). If the Non-Transferring
Stockholders as a group decline to acquire all of the Subject Stock in accordance with this Section, the Transferring Stockholder may
Transfer such Subject Stock, no later than sixty (60) days after the end of the Transfer Offer Period, to the Transferee named in the
Transfer Offer Notice upon the terms described in such Transfer Offer Notice. lf such Transfer does not timely occur in accordance with
the terms of such Transfer Offer Notice, the Transferring Stockholder and the Subject Stock will again be subject to the provisions of
this Section 4.1 (c).


 


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(iii)
Upon consummation of any Transfer described in this Section 4.1 (c) (whether to a Stockholder or any other Person), the Transferee
and its Stock will automatically become a party to, and be bound by, this Agreement and will thereafter have all of the rights and obligations
of a Stockholder hereunder. Notwithstanding the foregoing, all Transfers pursuant to this Section 4.l(c) must also comply with and be
governed by this Agreement, including any restrictions on Transfers herein and on any Transferee becoming a Stockholder.


 


4.2
Effect of Stock in Hands of the Transferee. Stock that is Transferred pursuant to this Agreement shall thereafter continue to be subject
to all restrictions on Transfer and shall be entitled to all rights contained in this Agreement except as otherwise provided in this
Agreement. Without limiting the generality of the foregoing, the Transferee must comply with the provisions of this Article IV if such
Transferee shall propose to Transfer any such Stock, as if such Transferee were a Stockholder.


 


4.3
Joinder. A Transferee shall execute and deliver, as a condition to such Transfer, all documents deemed reasonably necessary by the Company,
in consultation with its counsel, to evidence such party’s joinder in, acceptance of, and agreement with the obligations with respect
to the Stock contained in this Agreement including, but not limited to, a Joinder Agreement substantially in the form of Exhibit B
hereto. Each such Transferring Stockholder shall, prior to the Transfer, cause the Transferee thereof to so execute and deliver such
documents.


 


4.4
Imposition of Restrictions. Stock that is transferred shall thereafter continue to be subject to all restrictions and obligations imposed
by this Agreement with respect to Stock and Transfers thereof.


 


4.5
Duration of Article IV. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Article
IV shall terminate upon the consummation of a Public Offering or Sale of the Company.


 


4.6
Other Limitations. Notwithstanding anything in this Article IV to the contrary, no Transfer of Stock shall be permitted if, in the opinion
of the Board, such Transfer or admission alone or in conjunction with one or more other transfers or admissions would: (a) result in
a violation of applicable securities laws; (b) be an event that would constitute a violation or breach (or, with the giving of notice
or passage of time, would constitute a violation or breach) of any law, regulation, ordinance, agreement or instrument by which the Company,
or any of its properties or assets, is bound; or (c) require the Company to register under the U.S. Investment Company Act of 1940, as
amended. Any purported Transfer of Stock in violation of this Agreement will be null and void.


 


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ARTICLE
V


 


SPECIAL
RIGHTS


 


5.1
Limited Preemptive Rights


 


(a)If
the Company authorizes the issuance and sale of any Stock (other than as a dividend on the outstanding Stock) (the “Offered
Stock”), the Company shall first offer to sell such Offered Stock to each Stockholder, except for the issuance of Stock: (i) in
consideration for the acquisition of another Person’s business by the Company or by any of its Subsidiaries (whether by acquisition
of equity interests or assets, or by merger, consolidation or other similar transaction); (ii) pursuant to the formation of a joint venture;
(iii) pursuant to a Public Offering; (iv) to the current or future officers, employees or directors of the Company or any of its Subsidiaries
( or to any entity controlled by any of such officers, employees or directors) pursuant to a management plan that has been approved by
the Stockholders of the Company; (v) to the Company’s or any Subsidiary’s lenders in connection with the incurrence, renewal
or maintenance of indebtedness; or (vi) pursuant to the exercise of any warrant, option or other right to acquire Stock; but in the case
of (i) and (ii) above, only if no other Stockholder has been offered the opportunity to purchase such Stock. Each Stockholder shall have
the right to purchase a portion of the Offered Stock proportionate to its Stockholder Ownership.


 


(b)
Each Stockholder shall exercise his, her or its preemptive rights hereunder within ten (10) days following the receipt of written notice
from the Company describing in reasonable detail the total number and terms of the Offered Stock, the purchase price, the payment te1ms
for the Offered Stock, the period in which the preemptive right hereunder is to be exercised and such Stockholder’s percentage
allotment. If such Stockholder exercises the preemptive right pursuant to this Section 5.1, such StockJ10lder shall execute all documentation
and take all actions as may be reasonably requested by the Company in connection therewith.


 


(c)
Shortly after the expiration of the offering period described above, the Company shall distribute to the Stockholders that elected to
purchase the Offered Stock (each, a “Participating Stockholder”) written notice setting forth the number
of shares of Offered Stock that were not purchased by the other Stockholders (the “Available Stock”). Within
ten (I 0) days following the receipt of such written notice, each Participating Stockholder may elect to purchase a portion of the Available
Stock proportionate to such Participating Stockholder’s Stockholder Ownership on the same terms and price. If, after the expiration
of the offering pe1iod set forth in this Section 5.l(c), any Available Stock is not purchased by the Participating Stockholders, then
the Participating Stockholders shall have the right to purchase such remaining Available Stock in an amount proportionate to each Participating
Stockholder’s Stockholder Ownership.


 


(d)
lf the Stockholders do not elect to purchase the total amount of the Available Stock, then during the ninety (90) day period following
the expiration of the final offer period set forth in Section 5.l(c), the Company shall be entitled to allot and issue any remaining
Available Stock to any Person or Persons at the same or a higher price (in cash) and otherwise upon the same terms and conditions offered
to the Stock110lders.


 


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(e)Notwithstanding
anything to the contrary contained in this Agreement, the provisions of this Section 5.1 shall terminate upon the consummation of a Public
Offering or Sale of the Company.


 


5.2
Drag-Along Rights. If at any time the Stockholders holding collectively at least sixty-five percent (65%) of the then-issued and
outstanding Stock held by all Stockholders, calculated on a Fully Diluted Basis (each such holder, a “Control Seller”
and collectively the “Control Sellers”) approve a Sale of the Company (a “Drag-Along Sale”), then,
without any further action or approval by the Board, each Stockholder who is not a Control Seller ( each, a “Non”Control
Seller”), shall consent to and raise no objections against the Drag-Along Sale or the process by which the Drag-Along Sale
is undertaken, and if the Drag-Along Sale is structured as a sale of Stock (the “Sale Stock”), each Non-Control Seller
shall, if requested by the Control Sellers, sell (or otherwise Transfer) such Non-Control Seller’s Sale Stock (or any portion thereof
if requested), on the same terms and conditions approved by and applicable to the Control Sellers (including, if necessary, by conve11ing
their Stock Equivalents into the Stock to be sold in the Drag-Along Sale) and as set forth in this Article V. Each Non-Control Seller
shall promptly take all actions deemed necessary or desirable (in the sole judgment of the Control Sellers) in connection with, and to
facilitate the consummation of, the Drag-Along Sale, including the execution of all agreements and instruments as requested by, and on
the same terms applicable to, the Control Sellers. Without limiting the foregoing, (a) if the Drag-Along Sale is structured as a merger,
consolidation, joint venture or similar transaction, each Non-Control Seller shall vote in favor of such transaction and waive any dissenters’
rights, appraisal rights or similar rights in connection with such merger or consolidation and (b) if the Drag-Along Sale is structured
as a sale or exchange of Stock, each Non-Control Seller shall agree to sell or exchange its Sale Stock on the terms and conditions approved
by the Control Sellers and upon which the Control Sellers agree to sell or exchange their Sale Stock. The Company shall use reasonable
efforts to notify the Non-Control Sellers in writing not Jess than fifteen ( 15) days prior to the proposed consummation of a Drag-Along
Sale; provided, however, that each Non-Control Seller agrees not to directly or indirectly (without the prior written consent of the
Company) disclose to any other Person (other than to such Non-Control Seller’s legal counsel in confidence, as otherwise necessary
to protect such Non-Control Seller’s rights under this Agreement or as otherwise required by law) any information related to such
potential Sale of the Company.


 


5.3
Tag-Along Rights. Except with respect to Transfers to pursuant to Section 4.1 (b). if one or more Stockholders propose to sell
(collectively, the “Initiating Sellers”) to a purchaser or related group of purchasers any Stock (the “Tag-Along
Stock’’) (whether in one transaction or in a series of related transactions) (a “Tag-Along Sale”), then
each other Stockholder (a “Non-initiating  Seller”) may elect to participate in the Tag-Along
Sale by delivering written notice to the Company and the Initiating Sellers within ten (10) days following the receipt by such Non-Initiating
Seller of notice of such Tag-Along Sale. Each Non-Initiating Seller that makes such election shall be entitled to sell, at the same
price and on the same terms as the Initiating Sellers, a number of shares of Tag-Along Stock equal to the product of (a) the number determined
by dividing the number of shares of Tag-Along Stock (on an as-converted to Common Stock basis, if applicable) owned by such Non-Initiating
Seller, by the aggregate number of shares of Tag-Along Stock (on an as-conve1ted to Common Stock basis, if applicable) outstanding at
such time and (b) the aggregate number of shares of Tag-Along Stock (on an as-converted to Common Stock basis, if applicable) to be sold
by all parties in such Tag-Along Sale. If a Non-Initiating Seller exercises rights pursuant to this Section 5.3, such Non-Initiating
Seller shall be required as a condition of such exercise (and shall be entitled) to sell the same proportionate amount of any other Tag-Along
Stock that the Initiating Sellers sell to the purchasers in connection with the Tag-Along Sale.


 


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5.4
Other Agreements with Respect to Drag-Along and Tag-Along Transactions.


 


(a)
With respect to any Drag-Along Sale or Tag-Along Sale in accordance with Section 5.2 or Section 5.3, each Stockholder must, if requested
by the Control Sellers or the Initiating Sellers, as the case may be: (i) execute and deliver all agreements, certificates and instruments
as reasonably requested by the Control Sellers or the Initiating Sellers, as the case may be; (ii) give the same representations, warranties,
covenants, releases and indemnities as the Control Sellers or the Initiating Sellers, as the case may be, are giving in the transaction;
and (iii) irrevocably appoint one or more persons designated by the Control Sellers or the Initiating Sellers, as the case may be, as
the Stockholder’s agent and/or representative with respect to all aspects of that transaction (including without limitation amendments,
new documents, waivers and the prosecution, defense or settlement of claims, in each case in connection with that transaction) pursuant
to a power of attorney (or other writing) in form and substance satisfactory to the Control Sellers or the Initiating Sellers, as the
case may be. So long as such sale is conducted in compliance with this Section, each Stockholder hereby waives any right under the Nevada
Revised Statutes or otherwise to appraisal of Stock and agrees to vote in favor of, or otherwise consent to, such sale.


 


(b)
Upon the failure of any Stockholder to take the actions required by Control Sellers or the Initiating Sellers, as the case may be, under
this Article V, such Stockholder hereby appoints the Control Sellers or the Initiating Sellers, as the case may be, as that Stockholder’s
attorney-in-fact for the purpose of executing, swearing to, acknowledging and delivering all certificates, documents and other instruments
as are required to be executed and delivered by that Stockholder pursuant to this Article V, and upon such Stockholder’s
receipt of its proportionate share of the pm-chase price pursuant to this Article V. such Stockholder shall for all purposes be
deemed no longer a stockholder of the Company with respect to Stock sold, shall not be entitled to any distributions with respect to
the Stock sold by such Stockholder and shall have no other rights or privileges granted to the Stockholders under this Agreement or otherwise
with respect to the Stock sold. This power of attorney is irrevocable and is coupled with an interest. Upon the failure of any Stockholder
to take any of the actions required by this Article V, such Stockholder shall reimburse the Company, the Control Sellers or the
Initiating Sellers, as the case may be, and/or the Board for any costs or expenses (including without limitation reasonable attorney’s
fees) incurred by any such parties in the enforcement of their respective rights under this Article V.


 


(c)
Each Stockholder participating in any transaction pursuant to Section 5.2 or Section 5.3 shall bear his, her or its pro
rata share (based upon the number of shares of Stock sold by such Stockholder out of the total number of shares of Stock sold by all
Persons in such transaction) of the costs of any sale of Stock pursuant to Section 5.2 or Section 5.3 to the extent such costs
are not otherwise paid by the Company or the acquiring party. Costs incurred by a participating Stockholder on his, her, or its own behalf
shall not be considered costs of the transaction hereunder.


 


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(d)
It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of any provision of
this Article V by any party, that this Article V shall be specifically enforceable, and that any breach or threatened breach of any provision
of this Article V shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto
waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.


 


(e)
Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Article V shall terminate upon the
consummation of a Public Offer of the Company.


 


ARTICLE
VI


 


ADDITIONAL
AGREEMENTS


 


6.1
Stockholder Representations and Warranties. Each Stockholder represents and warrants to the Company and agrees and acknowledges, that:


 


(a)The
execution, delivery and performance of this Agreement by such Stockholder do not and shall not conflict with, violate or cause a breach
of any agreement, contract or instrument to which such Stockholder is a pat1y or any judgment, order or decree to which such Stockholder
is subject.


 


(b)Such
Stockholder has no and shall not grant any proxy or become party to any voting trust or other agreement that is inconsistent with, conflicts
with or violates any provision of this Agreement.


 


(c)If
such Stockholder is a corporation, partnership, limited company, limited liability company, trust, custodianship, estate or other entity,
it has taken all action necessary for the authorization, execution, delivery and performance of this Agreement. If such Stockholder is
an individual, the Stockholder has the legal capacity to execute and deliver this Agreement, to perfom1 his or her obligations hereunder
and to consummate the transactions contemplated hereby.


 


(d)
If such Stockholder is a corporation, partnership, limited company, limited liability company, trust, custodianship, estate or other
entity, this Agreement has been duly executed by a duly autho1ized person on its behalf. If such Stockholder is an individual, this Agreement
has been duly executed and delivered by the Stockholder. This Agreement constitutes the legally binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms (except to the extent that enforcement may be affected by laws relating
to bankruptcy, reorganization, insolvency and creditors’ rights generally and by the availability of injunctive relief, specific
perforn1ance and other equitable remedies).


 


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ARTICLE
VII


 


CONFIDENTIALITY


 


7.1
Confidentiality 


 


(a)
Non-Disclosure. In connection with each Stockholder’s rights hereunder, the Company and its advisors and agents may make available
to such Stockholder certain information that is non-public, confidential or proprietary in nature (the “Confidential Information’’).
Each Stockholder agrees to keep the Confidential Information confidential and will not disclose the Confidential Information to any third
party without the Company’s prior written consent. Each Stockholder recognizes and acknowledges the competitive value and confidential
nature of the Confidential Information and the damage that could result to the Company if any information contained therein is disclosed
to a third party. The Confidential Information will be used by such Stockholder solely as necessary for provision of such Stockholder’s
rights hereunder. Stockholder further agrees to reimburse, indemnify and hold harmless the Company and its employees, affiliates. officers,
directors, managers, partners, agents, advisors and representatives (collectively, “Company Representatives”) from any damage,
loss or expense incurred as a result of the use of the Confidential Information by such Stockholder or other recipients contrary to the
terms of this Agreement.


 


(b)
Confidential Information. Confidential Information includes: (i) information transferred or transmitted in writing, orally, visually,
electronically or by any other means, whether prior to, on or after the date hereof; (ii) information provided to the Stockholder by
third pa1ties under circumstances where such Stockholder bas an obligation not to disclose that information; and (iii) any memoranda,
reports, analyses, extracts or notes such Stockholder produces that are based on, reflect or contain any of the Confidential Information
(the items referred to in this clause (iii) collectively referred to as “Notes”). Confidential Information does not include
any information that: (A) becomes generally available to the public other than as a result of a disclosure by the Stockholder in violation
of this Agreement; (B) was in such Stockholder’s possession prior to the disclosure of the Confidential Information pursuant to
this Agreement, provided that such Stockholder did not know, or have reason to believe, after reasonable investigation, that such source
was subject to an obligation not to disclose such information; and/or (C) becomes available to such Stockholder on a non-confidential
basis from a source other than the Company or any Company Representative; provided that such Stockholder did not know, or have reason
to believe, after reasonable investigation, that such source was subject to an obligation not to disclose such information.


 


(c)
Required Disclosure. lf a Stockholder is requested to disclose any Confidential Information (including, but not limited to, any Notes)
in connection with any legal or administrative proceeding or investigation, such Stockholder will notify the Company immediately in writing
of the existence, terms and circumstances surrounding such a request so that the Company may, in its sole discretion, seek a protective
order or other appropriate remedy and/or take steps to resist or narrow the scope of the disclosure sought by such request. The Stockholder
agrees to assist the Compai1y in seeking a protective order or other remedy, if requested by the Company. If a protective order or other
remedy is not obtained and, in the written opinion of Stockholder’s counsel, disclosure is required, such Stockholder may make
such disclosure without liability under this Agreement, provided that such Stockholder furnishes only that portion of the Confidential
Information that is legally required to be disclosed, the Stockholder gives the Company notice of the information to be disclosed as
far in advance of its disclosure as practicable and the Stockholder uses its best efforts to ensure that confidential treatment will
be accorded to all such disclosed information.


 


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7
..2 Return of Confidential Information. Promptly after sale or other Transfer of all of a Stockholder’s Stock (except to a successor
entity with a substantially similar ownership) such Stockholder will promptly delete all Confidential Information from any computer and
backup storage system in which the Confidential Information has been stored and will turn over to the Company: (a) all documents and
other materials (including without limitation all copies or reproductions of such documents or mate1ials, tapes, floppy disks, backup
copies and other forms of electronic storage media) that constitute, contain or are derived from the Confidential Information and (b)
all other documents, Notes and other materials connected with or arising out of the Stockholder’s ownership, and no copy thereof
will be retained by such Stockholder. The Stockholder will deliver to the Company a certificate that such Stockholder has complied with
the requirements of this Section 7.2. Notwithstanding the return, deletion or destruction of the Confidential Information, the
Stockholder will continue to be bound by the obligations of confidentiality and other obligations under this Article VII.


 


7.3
Remedies. Each Stockholder acknowledges and agrees that the Company would be damaged irreparably if any provision of this Article VII
were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the Company will be entitled to equitable
relief, including, without limitation, an injunction or injunctions to prevent breaches of the provisions of this Article VII
and to enforce specifically this Article VII and its provisions in addition to any other remedy to which the Company may be entitled,
at law or in equity.


 


7.4
Permitted Disclosures. Each Stockholder shall be allowed to disclose Confidential Information to its agents and advisors as is proper,
with the understanding that they shall keep the information confidential as set forth herein.


 


ARTICLE
VIII


 


GENERAL
PROVISIONS


 


8.1
Remedies. In any action to enforce this Agreement or to seek damages on account of any breach hereof, the prevailing party shall be entitled
to reimbursement for its costs of collection (including reasonable attorneys’ fees and expenses). No remedy conferred upon any
party to this Agreement is intended to be exclusive of any other remedy herein or by law provided or permitted, but each such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.


 


8.2
Waiver. None of the terms of this Agreement shall be deemed to have been waived by any party hereto, unless such waiver is in writing
and signed by that party. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement or any further breach of the provision so waived.


 


8.3
Notices. All notices and other communications that are required or permitted to be given under this Agreement shall be in writing and
shall be delivered personally, by facsimile, e-mail, overnight courier or by certified mail (return receipt requested) and addressed,
if to a Stockholder, to such Stockholder or his or her personal representative at his or her last address known as disclosed on the records
of the Company, or to such other address as any of the above shall have specified by notice hereunder. Any notice under this Agreement
shall be deemed to have been given, (a) if delivered in person or sent by confirmed facsimile or overnight courier, one (1) business
day following delivery to recipient, facsimile transmission, e-mail transmission or delivery to the courier (as the case may
be) or (b) if mailed, three (3) business days following deposit in the U.S. mail.


 


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8.4
Termination. This Agreement will terminate (a) upon the dissolution and winding up of the Company or (b) on the date as of which
the parties hereto terminate this Agreement by unanimous written consent.


 


8.5
Ownership. Each Stockholder represents and warrants that such Stockholder is the sole legal owner of the Stock subject to this
Agreement and that no other Person has any interest in such shares.


 


8.6
Entire Agreement. This Agreement contains the entire agreement, and supersedes all p1ior agreements and understandings and arrangements,
oral or written, among the parties hereto with respect to the subject matter hereof.


 


8.
7 Amendments and Modifications. Any amendment, modification or change to this Agreement must be approved by written consent of
(a) the Stockholders who are a party hereto, or any successor to the Stockholders and (b) the Company; provided that the Company may,
without the consent of any of the Stockholders, amend this Agreement at any time or from time to time: (i) to cure any ambiguity, to
connect or supplement any provisions herein that may be inconsistent with any other provision herein or to add other provisions with
respect to matters arising under this Agreement that will not be inconsistent with the provisions of this Agreement, (ii) to amend this
Agreement to reflect any action that the Company is authorized to take under the Agreement if such action requires amendment of this
Agreement, or (iii) to delete or add any provision to this Agreement required to be so deleted or added by any federal or state agency
deemed to be for the benefit or protection of the Stockholders: provided, further, however, that (A) any amendment that enlarges or adversely
affects the obligations of any Stockholder, including requiring any additional capital contribution, assessment or payment by such Stockholder,
shall require the written consent of each Stockholder so affected; (B) no amendment shall adversely discriminate against a Stockholder
as opposed to other Stockholders without written consent of such adversely affected Stockholder; and (C) no amendment shall be
adopted by the Company that adversely affects the limited liability of any Stockholder.


 


8.8
Binding Effect; Benefits. Except as otherwise provided in this Agreement, no party may assign either this Agreement or any of
its rights, interests or obligations hereunder without the prior written approval of the other parties. Any purp01ted Transfer in violation
of any provision of this Agreement will be void and ineffectual and will not operate to Transfer any interest or title to the purported
Transferee. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective legal representatives, successors and pe1mitted assigns.


 


8.9
No Third-Party Beneficiaries. This Agreement is made solely and specifically among and for the benefit of the parties hereto,
and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other
Person will have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party
beneficiary or otherwise, and none of the provisions of this Agreement shall be construed as existing for the benefit of any creditor
of any of the Stockholders or of the Company.


 


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8.10
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall
be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue
to be binding and in full force and effect.


 


8
..11 Headings. The section and other headings contained in this Agreement are for convenience only and shall not be deemed to limit,
characterize or interpret any provisions of this Agreement.


 


8.12
No Strict Construction. The parties hereto jointly participated in the negotiation and drafting of this Agreement. The language
used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no rule of strict construction shall be applied against
any Person.


 


8.13
Interpretation. As used in this Agreement, the masculine, feminine or neuter gender shall be deemed to include the others whenever
the context so indicates or requires. Terms defined in the singular have a comparable meaning when used in the plural and vice versa.
Ten11S defined in the current tense shall have a comparable meaning when used in the past or future tense and vice versa. Terms defined
as a noun shall have a comparable meaning when used as an adjective, adverb or verb and vice versa. Whenever the term “include”
or “including” is used in this Agreement, it shall mean “including, without limitation,” (whether or not such
language is specifically set forth) and shall not be deeded to limit the range of possibilities to those items specifically enumerated.
Unless otherwise limited, the words “hereof,” herein” and “hereunder” and words of similar import refer
to this Agreement as a whole and not to any particular provision.


 


8.14
Counterparts. This Agreement may be executed in any number of counterparts, and by facsimile, each of which shall be effective
only upon delivery and thereafter shall be deemed to be an original, and all of which shall be taken to be one and the same instrument
with the same effect as if each of the patties hereto had signed the same signature page.


 


8.15
Governing Law. This Agreement and the rights of the parties herew1der shall be construed and inte1preted in accordance with the
laws of the State of Nevada applicable to agreements made and to the performance wholly within that jurisdiction.


 


8.16
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, will be settled
by arbitration in Washington, DC, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision
made pursuant to such arbitration will be binding on the parties and judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.


 


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ARTICLE
IX


 


SPECIFIC
VENTURE PROVISIONS


 


9
..1 Budget/Business Plan. The Board shall approve the annual budget and business plan, as well as monthly or quarterly revisions. The
budget shall include detailed capital and operating expense budgets, cash flow projections and profit and loss projections. The management
of the Company shall prepare a business plan and present it to the Board. At least thirty (30) days before the beginning of each
fiscal year (aside from the current fiscal year, for which the business plan and budget is set forth as Exhibit C hereto), the Company’s
management shall prepare and submit to the Board the annual budget and business plan. Each Board member may propose revisions to the
budget and business plan for such upcoming fiscal year. The Board ultimately shall approve a budget and business plan and the Board shall
use good faith efforts to agree.


 


9.2
Contributions 


 


(a)
GRDG SCIENCES, LLC. GRDG Sciences, LLC shall contribute to the Company (i) any and all right, title, interest and ownership it
possess or may be entitled to possess in any patent related to the uses of Myricetin, including but not limited to Patent No. 8,034,838
(Expiration date: May 29, 2029 + 196 days) and Patent App. 15/162,021 (referred to herein as the “Linebacker Patents”) and
any and all other intellectual property or records in connection therewith; and (ii) the advice and services of Daryl Thompson as a scientist
during the term of this Agreement in connection with the development of the Linebacker Patents and all projects associated therewith,
as well as such other projects as the Company may from time to time pursue. The management of GRDG Sciences, LLC shall execute such agreements,
instruments, affidavits and certifications as shall be necessary and proper to assign, transfer, convey and deliver to the Company all
of its right, title, interest and ownership in the Linebacker Patents and any and all other intellectual property or records in connection
therewith to the Company, and such agreements, instruments, affidavits and certifications as shall be necessary for the Company to maintain
its right, title, interest and ownership in the Linebacker Patents and any and all other intellectual property or records in connection
therewith during the life of such patents.


 


(b)
GLOBAL BIOMEDICAL, INC. Global BioMedical, Inc. shall contribute to the Company {i) those funds set forth as the budget of the
Company on Exhibit C hereto, pursuant to the schedule set forth therein; and (ii) such reasonable amounts as the Board shall in future
annual periods authorize as the Company’s business plan and budget in accordance with the procedures set forth in Section 9.1 of
this Agreement. Such budget shall include (i) a payment of $20,994 per month to GRDG Sciences, LLC; and (ii) such other amounts as shall
be necessary to fund the scientific operations that the Board shall agree to pursue as set Forth in Section 9.4 of this Agreement.


 


(c)
HOLISTA COLLTECH LIMITED. Holista Colltech Limited shall contribute (i) assistance in the global commercialization of the Company’s
intellectual property; (ii) assistance in the initiation and development of joint venture opportunities for the Company; and (iii) the
expertise of Dr. Rajen M. Dato to the Company, who shall be available to provide management services and assist in the strategic direction
of the Company.


 


9.3
Research & Development. The Company shall contract with GRDG Sciences, LLC for the needed research in order to develop the
patents as well as new intellectual property. Compensation from the Company for this work, if any, shall come through the business plan
and budget process as set forth in Section 9.1. GRDG Sciences, LLC shall be responsible for any needed subcontracting.


 


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9.4
Intellectual Property Rights. Other than the Patents listed in Section 9.2(a), GRDG Sciences, LLC shall not be obligated
to contribute any other items of intellectual property that has already been developed prior to November 1, 2016 (and patents, trademarks,
copyrights, already applied for), and the Company shall not be entitled to any royalties or other payments from those other items of
intellectual property. Upon the execution of this Agreement, any inventions, discoveries or other items of intellectual property (i)
which have been developed by GRDG Sciences, LLC on or subsequent to November 1, 2016; or (ii) which are to be developed by GROG Sciences,
LLC during the term of this Agreement shall in either case become the property of the Company. The management of GRDG Sciences, LLC shall
execute such agreements, instruments, affidavits and certifications as shall be necessary and proper to assign, transfer, convey and
deliver to the Company all of its right, title, interest and ownership in such inventions, discoveries or other items of intellectual
property to the Company, and such agreements, instruments, affidavits and certifications as shall be necessary for the Company to maintain
its right, title, interest and ownership during the life thereof. Should the Board affirmatively decide not to pursue the development
and commercialization of any new project, discovery or invention of GRDG Sciences, LLC, then the Board shall provide GRDG Sciences, LLC
with a written notification thereof and GRDG Sciences, LLC shall be free to develop, market, commercialize and sell the intellectual
prope1ty for its own benefit, free from any payment or other claim from the Company. GRDG Sciences, LLC shall keep the Board apprised
of its research and development on a weekly basis. The Company shall retain any and all patents and other intellectual prope1ty that
it shall acquire from GRDG Sciences, LLC, including in the event of the termination of this Agreement.


 


9.5
Grant of Additional Stock. Global BioMedical, Inc. shall transfer ten percent (10%) of the outstanding Common Stock of the Company
to GRDG Sciences, LLC upon the Company accomplishing the following goal: successful synthesis and development for one or more drugs for
one or more of the following disease classes: viral, bacterial, neurological (including but not limited to Alzheimer’s disease),
Diabetes and cancer.


 


9.6
Amendment/Change or Addition of Stockholders. This Agreement contemplates the original three Stockholders. Should there by a change
or addition of Stockholders, the parties hereby agree to amend this Agreement accordingly.


 


[SIGNATURE
PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	STOCKHOLDERS:
	 	GLOBAL
    BIOMEDICA, INC. A
	 	NEVADA
    CORPORATION
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	HOLISTA
    COLLTECH LIMITED;
	 	AN
AUSTRLIAN LIMITED COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	GRDG
    SCIENCES, LLC, A FLORIDA 
	 	LIMITED
    LIABILITY COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COMPANY:
    
	 	GLOBAL
    BIO LIFE INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature
Page


 




    	20



     


    

 


EXHIBIT
A


 


Stockholder
Ownership


 


	Stockholder
    Name 	 	Number
    of Shares Owned
	 	 	 
	Global
    BioMedical, Inc. 	 	800
	 	 	 
	GRDG
    Sciences, 	 	100
	 	 	 
	LLC
    Holista Colltech Limited	 	100


 


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EXHIBIT
B


 


FORM
OF JOINDER


 


The
undersigned is executing and delivering this Joinder Agreement (this “Agreement’) pursuant to the Stockholders’ Agreement
of GLOBAL BIOLIFE INC., a Nevada corporation (the


 


“Company”),
effective as of April ______ 2017 as the same may be amended from time to time (the “Stockholders’ Agreement”).


 


By
executing and delivering this Agreement, the undersigned hereby acknowledges that the undersigned has reviewed the Stockholders’
Agreement and accepts all terms and provisions of the Stockholders’ Agreement and agrees to be bound thereby as a Stockholder (as
defined in the Stockholders’ Agreement) as if the undersigned were an original signatory to the Stockholders’ Agreement.
The undersigned hereby specifically represents and warrants to the Company that the representations and warranties contained in
Section 6.1 of the Stockholders’ Agreement are true and correct with respect to the undersigned as of the date hereof.


 


IN
WITNESS WHEREOF, the undersigned has executed and delivered this Agreement effective as of ___________________.


 


	Number
    of Shares of Stock Owner:	 	Common:
    	 	______________


 


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	ACKNOWLEDGED
    AND ACCEPTED:	 
	 	 	 
	GLOBAL
    BIOLIFE INC. 	 
	 	 	 
	By:	                     	 
	Name:	 	 
	Title:	 	 


 


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Exhibit
C


 


GLOBAL
BIOLIFE INC BUDGET


 





 




    	23