Filing # 171270150 E-Filed 04/18/2023 04:04:41 PM IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT IN AND FOR ESCAMBIA COUNTY, FLORIDA ROW1 INC. d/b/a REGENATIVE LABS, Plaintift, v. CASE NO.: MICHAEL RUSSELL, ARIAN CARNEY, STEPHEN MESA, SCOTT MARTIN, M.D., MARCUS RUSSELL, and THE REGENERATIVE PROJECT, LLC d/b/a PLATINUM BIOLOGICS, Defendants, COMPLAINT. Plaintiff, ROW1 INC. d’bfa REGENATIVE LABS, (“Plaintiff”), sues Defendants, MICHAEL RUSSELL, ARIAN CARNEY, STEPHEN MESA, SCOTT MARTIN, M.D., MARCUS RUSSELL, and THE REGENERATIVE PROJECT, LLC d/b/a PLATINUM BIOLOGICS (collectively, “Defendants”), and alleges the following: PARTIES, JU! ‘TION AND VENUI 1, Thisis an action in which Plaintiff seeks injunetive relief and monetary damages in excess of $50,000.00. 2. Plaintiff, ROW1 INC. d/b/a REGENATIVE LABS (“Regenative Labs”), is a foreign corporation registered to do business in Florida with a principal place of business at 1700 West Main Street, Suite 500, Pensacola, Florida 32502, 3. Defendant, MICHAEL RUSSELL (“Michael Russell”), is an individual and a Florida resident. 4, Defendant, ARIAN CARNFY (“Camey”), is an individual and a Florida resident,5. Defendant, STEPHEN MESA (“Mesa”), is an individual and a Florida resident. 6. Defendant, SCOTT MARTIN, M.D. (“Dr. Martin”), is an individual and a Florida resident 7. Defendant, MARCUS RUSSELL (“Marcus Russell”), is an individual and a Florida resident. 8. Defendant, THE REGENERATIVE PROJECT, LLC dib/a PLATINUM BIOLOGICS (“Platinum Biologics”), is a Florida limited liability company with a principal place of business at 110 Reed Road, Pensacola, Florida 32507. 9. Venue is proper in this Court because the individual defendants entered into and breached the contracts at issue in Escambia County, Florida, Platinum Biologics’ principal place of business is in Escambia County, Florida, and the causes of action accrued in Escambia County, Florida, ONS Regenative Labs — Overview and Background 10, Regenative Labs is an FDA-registered and inspected developer, manufacturer and distributor of human cells, tissues, and cellular and tissue-based products (“HCT/Ps”), and an established leader in the connective tissue allograft commercial field. Regenative Labs develops and manufactures HCT/Ps in its laboratories in Pensacola, Florida, and sells and distributes its products nationwide. 11, Physicians, dentists, oral surgeons, private medical practices, hospitals and wound, care centers are Regenative Labs’ primary customers, and Regenative Labs partners with its customers to assess, study and track patient outcomes to ensure product quality and successful patient outcomes following the use of its products12. Regenative Labs’ internal physicians and scientists also use this information and data to research and develop new HCT/Ps. 13. Because Regenative Labs develops, manufactures, sells and distributes its products on an end-to-end basis, customer relationships are critical to its business. 14, Regenative Labs utilizes both intemal employees and independent sales representatives to service existing customers and develop new customers, 15. In order to perform this work, Regenative Labs’ employees and independent representatives must be thoroughly informed and knowledgeable on Regenative Labs’ products and manufacturing capabilities, as well as its customers and prospective customers. 16. Because the employees and independent representatives who perform this work must be given access to and learn critical confidential and proprietary information, Regenative Labs requires each employee and independent representative to agree to necessary restrictive covenants to protect Regenative Labs’ information from improper sclosure of use, among other reasons necessary to protect its business interests, 17, As detailed below, the individual defendants are former employees and independent representatives of Regenative Labs and each defendant agreed to comply with restrictive covenants necessary to protect Regenative Labs’ confidential and proprietary information about its research, products, capabilities, customers and prospective customers. Michael “Beeben” Russell 18. On or about March 5, 2021, Michael “Beeben” Russell became employed by Regenative Labs in an executive-level sales position with an annual base salary of $250,000.00.19. Michael Russell entered into an Employment Agreement as a condition of s employment with Regenative Labs. A true and accurate copy of his Employment Agreement is attached and incorporated as Exh 20. The Employment Agreement contains restrictive covenants necessary to protect Regenative Labs’ confidential and proprietary information and its legitimate business interests. See Exhibit 1, Employment Agreement at §§s 16-20. Arian Carney 21. Onor about June 17, 2021, Carney became employed by Regenative Labs in a sales position with an annual base salary of $100,000.00. 22. Carney entered into an Employment Agreement as a condition of his employment with Regenative Labs. A true and accurate copy of his Employment Agreement is attached and incorporated as Exhibit 2, 23. The Employment Agreement contains restrictive covenants necessary to protect Regenative Labs’ confidential and proprietary information and its legitimate business interests. See Exhibit 2, Employment Agreement at §§s 16-20. Stephen Mesa 24. On or about October 26, 2021, Mesa became affiliated with Regenative Labs pursuant to a Non-Exclusive Sales Agent and Personal Services Agreement. A true and accurate copy of the Agreement is attached and incorporated as Exhibit 3 25. Pursuant to the Agreement, Mesa was to provide sales, marketing and other services to Regenative Labs and its customers, including information-gathering and reporting regarding Regenative Labs” patient and clinical studies. Id.26. The Agreement contains restrictive covenants necessary to protect Regenative Labs’ confidential and proprietary information and its legitimate business interests. See Exhibit 3, Non-Exclusive Sales Agent and Personal Services Agreement at §§s 11, 12, 14-16. Scott Martin, M.D. 27. On or about March 7, 2022, Dr. Martin became employed by Regenative Labs as its Vice President of Clinical Development with an annual base salary of $250,000.00. 28. Dr. Martin entered into an Employment Agreement as a condition of his employment with Regenative Labs. A true and accurate copy of his Employment Agreement is attached and incorporated as Exhibit 4 29, The Employment Agreement contains restrictive covenants necessary to protect Regenative Labs’ confidential and proprietary information and its legitimate business interests. See Exhibit 4, Employment Agreement at §§s 16-20. Marcus Russell 30. On orabout Apri 4, 2022, Marcus Russell became affiliated with Regenative Labs in a sales position, As a condition of this position, Marcus Russell entered into a Mutual Non- Circumvention and Non-Disclosure Agreement with Regenative Labs. A true and accurate copy of the Agreement is attached and incorporated as Ex! 31. The Agreement contains restrictive covenants necessary to protect Regenative Labs’ confidential and proprietary information and its legitimate business interests. See Exhibit 5, Mutual Non-Cireumyention and Non-Disclosure Agreement at §§s 1-2.The Individual Defendants Leave Regenative Labs, Form a Competing Venture and Begin Soliciting Customers, Employees and Representatives 32. Inearly 2023, Michael Russell, Dr. Martin and Marcus Russell notified Regenative Labs that they would resign from Regenative Labs effective March 6, 2023 33. Shortly thereafter, Regenative Labs discovered that Michael Russell, Dr. Martin and Marcus Russell had joined to form a competing venture along with Carney, who had previously been terminated from employment with Regenative Labs on or about August 5, 2022, and Mesa, who was still an active affiliate/representative of Regenative Labs, Defendants titled their competing venture Platinum Biologies and were openly and actively marketing and promoting it on multiple social media platforms including Facebook, Instagram and Linkedin. 34. For example, in a Facebook post dated March 27, 2023, Michael Russell indicated that “I am so happy to announce that I have entered into a joint venture with Stephen Mesa to launch the ScaleBee suite of companies, Today allow me to focus on Platinum Biologics.” A true and accurate copy of this Facebook post is attached and incorporated as Exhibit 6. 35, In another Facebook post promoting Platinum Biologics to medical providers, Michael Russell indi s that “[w]e beat any Whartons (sic) Jelly' purchase price you have.” A true and accurate copy of this Facebook post is attached and incorporated as Exhibit 7. In the post, Michael Russell also indicates “[y]ou might be thinking, Beeben, how'd you pull this off so quickly? As you all know, making and keeping relationships is my best quality. I've pulled together my best relationships to pull this off FOR YOU!” /d. " Wharton’s Jelly is a gelatinous cellular substance contained within the umbilical cord and one of the key components in Regenative Labs’ HCT/Ps. It is named after Thomas Wharton, the English physician and anatomist who first described it in the 17th century. 636. On information and belief, The Regenerative Project, LLC, is the legal entity for Defendants’ competing venture, Platinum Biologics, although there is no evidence on file with the Florida Department of State, Division of Corporations, that Defendants registered the name Platinum Biologics as a fictitious name, 37. Regenative Labs also discovered that Defendants were openly and actively soliciting Regenative Labs’ customers, employees and representatives. 38. For example, Regenative Labs received an email and invoice from Michael Russell to one of Regenative Labs’ long-standing customers regarding a proposed competing HCT/P purchase in the amount of $24,984.00. Regenative Labs received this email and invoice because Michael Russell copied Arian Camey on the email, however, he erroneously used Carney’s prior Regenative Labs email address. True and accurate copies of the email and invoice are attached and incorporated as Composite Exhibit 8” 39, Regenative Labs also discovered efforts by Defendants to defame Regenative Labs, damage its reputation and interfere with its relationships with customers, 40. On April 12, 2023, Regenative Labs’ B 1ess Development Manager, Rita Gonzalez, received a call from two representatives of a long-standing customer who indicated that they received a phone call from someone claiming to be Regen: e Labs employee, Evan Dempsey. During the call, the person claiming to be Mr, Dempsey stated that Regenative Labs’ executive staff had left the company, employees were leaving in droves, and that Regenative Labs was closing, ‘The customer’s personally identifying information and the product unit-count and price have been redacted for purposes of this public filing41, Evan Demps ey is a Project Manager and current employee of Regenative Labs. Mr. Dempsey did not make the referenced call to Regenative Labs’ customer. Mr, Dempsey and Ms. Gonzalez followed up with the customer's representatives to advise them that Regenative Labs was not closing, and that Mr. Dempsey was not the person who made the call to the customer. In this follow-up, Regenative Labs learned the phone number of the caller, which is Michael Russell’s personal cell phone number. 42, Regenative Labs has also leamed that Defendants have and continue to actively solicit its independent sales representatives to leave their positions with Regenative Labs and to work with Defendants in their competing business. Regenative Labs obtained copies of proposed Non-Exclusive Distribution Agreements that Platinum Biologics provided to Regenative Labs? independent representatives in connection with soliciting them, A true and accurate copy of such an agreement is attached and incorporated as 9. Notably, the agreements are nearly identical substantively to Rej ive Labs’ non-exclusive sales representative agreements, with only minor differences, a. R enative Labs also obtained copies of Platinum Biologics’ marketing materials that were provided to Regenative Labs’ independent sales representatives in connection with their solicitation, A true and accurate copy of Platinum Biologics’ marketing material is attached and incorporated as Composite Exhibit 10. 44, In addition, shortly afier Defendants formed their competing venture and began soliciting Regenative Labs’ customers, Regenative Labs began receiving significant volumes of returned products. On information and belief, this was caused by Defendants soliciting Regenative Labs’ customers to provide them with products sold by Defendants instead, likely undercutting pricing by using Regenative Labs’ confidential and proprietary information,45. Regenative Labs has retained the undersigned attorneys to bring this action and it is obligated to pay a reasonable fee for their services. 46. As detailed below, the individual Defendants’ actions constitute direct and blatant violations of the restrictive covenants in their respective agreements with Regenative Labs, and Platinum Biologics” actions constitute tortious interference with those agreements, COUNTI BREACH OF CONTRACT ~ MICHAEL RUSSELL 47. Regenative realleges and incorporates the allegations in paragraphs 1-46 herein, 48, Michael Russell entered into a legally binding agreement as a condition of and in consideration for his employment with Regenative Labs. 49, Michael Russell’s Employment Agreement contains valid and enforceable restrictive covenants that prohibit him from, among other things, soliciting any of Regenative Labs’ customers, employees or representatives, or from competing with Regenative Labs on his own behalf or in conjunction with any other person or entity. 50. Michael Russell has and continues to intentionally and knowingly violate these restrictive covenants by: (1) soli ting, encouraging or attempting to induce employees and representatives to leave Regenative Labs, (2) soliciting business from and/or servicing Regenative Labs’ customers; (3) directly competing with Regenative Labs on his own and/or through his involvement in Platinum Biologics; and (4) using or disclosing Regenative Labs’ confidential and proprietary information. 51. Regenative Labs has legitimate and protectable business intere in enforcing the restrictive covenants in the Employment Agreement. 52. Enforcement of the restrictive covenants is reasonably necessary to protect Regenative Labs’ legitimate business interests and there is no adequate remedy at law available.Regenative Labs is currently suffering and will continue to suffer irreparable harm if Michael Russell is not enjoined from violating the restrictive covenants. 53. In addition, Michael Russell's breaches have caused and will continue to cause significant monetary damages to Regenative Labs, which cannot be accurately determined at this time. 54. Pursuant to the Employment Agreement and Section $42,339(1)(k), Florida Statutes, Regenative Labs is entitled to recover its attomey’s fees and costs if it prevails in this action. WHEREFORE, Plaintiff, ROW! INC. d/b/a REGENATIVE LABS, respectfully requests that this Court enter an injunction against Defendant, MICHAEL RUSSELL, prohi ig him from continuing to violate any provision of the Employment Agreement, enter a judgment for damages, award Plai ntiff its attorney’s fees and costs, and enter any other relief the Court deems appropriate. BREACH OF CONTRACT - ARIAN CARNEY 55, Regenative Labs realleges and incorporates the allegations in paragraphs 1-46 herein. 56. Carney entered into a legally binding agreement as a condition of and in consideration for his continued employment with Regenative. 57. Carney’s Employment Agreement contains valid and enforceable restrictive covenants that prohibit him from, among other things, soliciting any of Regenative Labs’ customers, employees or representatives, or from competing with Regenative Labs on his own behalf or in conjunction with any other person or entity, 58. Camey has and continues to intentionally and knowingly violate these restrictive covenants by: (1) soliciting, encouraging or attempting to induce employees and representatives 10to leave Regenative Labs, (2) soliciting business from and/or servicing Regenative Labs” Vi customers; (3) directly competing with Regenative Labs on his own and/or through his involvement in Platinum Biologics; and (4) using or disclosing Regenative Labs’ confidential and proprietary information. 59. Regenative Labs has legitimate and protectable business interests in enforcing the restrictive covenants in the Employment Agreement. 60. Enforcement of the restrictive covenants is reasonably necessary to protect Regenative Labs’ legitimate business interests and there is no adequate remedy at law available. Regenative Labs is currently suffering and will continue to suffer irreparable harm if Camey is not enjoined from viok 1g the restrictive covenants. 61. In addition, Camey’s breaches have caused and will continue to cause significant monetary damages to Regenative Labs, which cannot be accurately determined at this time. 62. Pursuant to the Employment Agreement and Section $42,335(1)(k), Florida Statutes, Regenative Labs is entitled to recover its attorney's fees and costs if it prevails in this action. WHEREFORE, Plaintiff, ROW! INC. dba REGENATIVE LABS, respectfully requests that this Court enter an injunction against Defendant, ARIAN CARNEY, prohibiting him from continuing to violate any provision of the Employment Agreement, enter a judgment for damages, award Plaintiff its attorney's fees and costs, and enter any other relief the Court deems appropriate. :OUNT 11 BREACH OF CONTRACT - STEPHEN MESA 63, Regenative Labs realleges and incorporates the allegations in paragraphs 1-46 herein,64. Mesa entered into a legally binding Agreement as a condition of and in consideration for his affiliation and position with Regenative Labs 65. Mesa’s Agreement contains valid and enforceable restrictive covenants that prohibit him from, among other things, soliciting any of Regenative Labs’ customers, employees or representatives, or from competing with Regenative Labs on his own behalf or in conjunction with any other person or entity. 66. Mesa has and continues to intentionally and knowingly violate these restrictive covenants by: (1) soliciting, encouraging or attempting to induce employees and representatives to leave Regenative Labs, (2) soliciting business from and/or servicing Regenative Labs’ customers; (3) directly competing with Regenative Labs on his own and/or through his involvement in Platinum Biologies; and (4) using or disclosing Regenative Labs’ confidential and proprietary information. 67. Regenative Labs has legitimate and protectable business interests in enforeing the restrictive covenants in the Agreement. 68. Enforcement of the restrictive covenants is reasonably necessary to protect Regenative Labs’ legitimate business interests and there is no adequate remedy at law available. Regenative Labs is currently suffering and will continue to suffer irreparable harm if Mesa is not enjoined from violating the restrictive covenants. 69. In addition, Mesa’s breaches have caused and will continue to cause significant monetary damages to Regenative Labs, which cannot be accurately determined at this time. 70. Pursuant to the Agreement and Section $42,335(1)(k), Florida Statutes, Regenative Labs is entitled to recover its attorney's fees and costs if it prevails in this action.WHEREFORE, Plaintiff, ROW1 INC. db/a REGENATIVE LABS, respectfully requests that this Court enter an injunction against Defendant, STEPHEN MESA, prohibiting him from continuing to violate any provision of the Agreement, enter a judgment for damages, award Plaintiff its attorney’s fees and costs, and enter any other relief the Court deems appropriate. COUNT. BREACH OF CONTRACT ~ SCOTT MARTIN, M.D. 71. Regenative Labs realleges and incorporates the allegations in paragraphs 1-46 herein. 72. Dr. Martin entered into a legally binding agreement as a condition of and in consideration for his employment with Regenative Labs, 73. Dr. Martin’s Employment Agreement contains valid and enforceable restrictive covenants that prohibit him from, among other things, solic ing any of Regenative Labs* customers, employees or representatives, or from competing with Regenative Labs on his own behalf or in conjunction with any other person or entity. 74, Dr. Martin has and continues to intentionally and knowingly violate these restrictive covenants by: (1) soliciting, encouraging or attempting to induce employees and representatives to leave Regenative Labs, (2) soliciting business from and/or servicing Regenative Labs’ customers; (3) directly competing with Regenative Labs on his own and/or through his involvement in Platinum Biologics; and (4) using or disclosing Regenative Labs’ confidential and proprietary information. 75. Regenative Labs has legitimate and protectable business interests in enforeing the restrictive covenants in the Employment Agreement, 76. Enforcement of the restrictive covenants is reasonably necessary to protect Regenative Labs’ legitimate business interests and there is no adequate remedy at law available. 13Regenative Labs is currently suffering and will continue to suffer irreparable harm if Dr. Martin is not enjoined from violating the restrictive covenants. 77. In addition, Dr. Martin’s breaches have caused and will continue to cause significant monetary damages to Regenative Labs, which cannot be accurately determined at this time. 78. Pursuant to the Employment Agreement and Section 542,335(1)(k), Florida Statutes, Regenative Labs is entitled to recover its attorney's fees and costs if it prevails in this action. 79. | WHEREFORE, Plaintiff, ROW! INC. d’b/a REGENATIVE LABS, respectfully requests that this Court enter an injun n against Defendant, SCOTT MARTIN, M.D., prohibiting him from continuing to violate any provision of the Employment Agreement, enter a judgment for damages, award Plaintiff its attomey’s fees and costs, and enter any other relief the Court deems appropriate, COUNT V BREACH OF CONTRACT ~ MARCUS RUSSELL, 80. Regenative Labs realleges and incorporates the allegations in paragraphs 1-46 herein. 81. Marcus Russell entered into a legally binding Agreement as a condition of and in consideration for his affiliation and position with Regenative Labs 82. Marcus Russell’s Agreement contains valid and enforceable restrictive covenants that prohibit him from, among other things, soliciting any of Regenative Labs’ customers, employees or representatives, or from competing with Regenative Labs through the use of its confidential information.83. Marcus Russell has and continues to intentionally and knowingly violate these restrictive covenants by: (1) soliciting, encouraging or attempting to induce employees and representatives to leave Regenative Labs, (2) soliciting business from and/or servicing Regenative Labs’ customers; (3) directly competing with Regenative Labs on his own and/or through his involvement in Platinum Biologics; and (4) using or disclosing Regenative Labs’ confidential and proprietary information. 84. Regenative Labs has legitimate and protectable business interests in enforcing the restrictive covenants in the Agreement. 85. Enforcement of the restrictive covenants is reasonably necessary to protect Regenative Labs" legitimate business interests and there is no adequate remedy at law available. Regenative Labs is currently suffering and will continue to suffer irreparable harm if Marcus jive covenants, Russell is not enjoined from violating the restri 86. In addition, Marcus Russell’s breaches have caused and will continue to cause significant monetary damages to Regenative Labs, which cannot be accurately determined at this time. 87. Pursuant to the Agreement and Section 542.335(1\(k), Florida Statutes, Regenative Labs is entitled to recover its attorney's fees and costs if it prevails in this action. WHEREFORE, Plaintiff, ROW1 INC. dba REGENATIVE LABS, respectfully requests that this Court enter an injunction against Defendant, MARCUS RUSSELL, prohibiting him from continuing to violate any provision of the Agreement, enter a judgment for damages, award Plaintiff its attorney's fees and costs, and enter any other relief the Court deems appropriate,COUNT VI TORTIOUS INTERFERENCE ~ PLATINUM BIOLOGICS 88. Regenative Labs realleges and incorporates the allegations in paragraphs 1-87 herein. 89. Regenative Labs had valid and binding agreements with the individual defendants containing restrictive covenants prohibiting them from engaging in the acts detailed above. 90. Platinum Biologics intentionally and unjustifiably interfered with Regenative Labs’ agreements with the individual defendants while having full knowledge of the agreements and the restrictive covenants they contained. 91. Asa direct and proximate result of this interference, Regenative Labs is currently suffering and will continue to suffer irreparable harm, 92. In additis mn, as a di and proximate result of this interference, Regenative Labs is currently suffering and will continue to suffer financial and lost profits damages, impaired relationships and lost opportunities with existing and prospective customers, diminished reputation and loss of goodwill, diminished competitive advantage, and decreased productivity. WHEREFORE, Plaintiff, ROW1 INC. dba REGENATIVE LABS, respectfully requests that this Court enter judgment in its favor and against Defendant, THE REGENERATIVE PROJECT LCC, enter an injunction to prohibit it from continued interference, and award Plaintiff damages, costs, and any other relief the Court deems appropriate. DEMAND FOR JURY TRIA! Plaintiff demands a trial by jury on all issues so triable.(s/ Jeremy C. Branning JEREMY C. BRANNING Florida Bar No.: 0507016 ANDREW M. SPENCER Florida Bar No.: 0119966 MARCELA FISHBEIN Florida Bar No.: 1038659 CLARK PARTINGTON 125 East Intendencia Street, Ste. 400 Pensacola, Florida 32502 (850) 434-9200 phone (850) 432-7340 facsimile P/E: jbranning@clarkpartington.com PIE: aspencer@clarkpartington.com P/E: mfishbein@clarkpartington.com S/E: pmimperial@clarkpartington.com S/E: jdallman@clarkpartington.com Attorneys for Plaintiff; Row! Inc. d/b/a Regenative LabsEXHIBIT 1EMPLOYMENT AGREEMENT FOR (Title) ‘This Agreement for “At Will” Employee (the "Agreement" is made and effective on the Sth day of March, 2021, BETWEEN: Michael Russell (the "Employee"), an individual with his main address at: AND: ROW1 INC. DBA REGENATIVE LABS, (the "Company"), with its head office located at: 1700 W Main St Ste 500 Pensacola, FI.32502 RECITALS, {In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Company, on an “at will” basis, upon the following terms and conditions: i. APPOINTMENT ‘The Employee is hereby employed by the Company to render such services and to perform such tasks as may be assigned by the Company. The Company may, in its sole discretion, increase or reduce the duties, or modify the ttle and job description, of the Employee from time to time, and ‘any such increase, reduction or modification shall not be deemed a termination of this ‘Agreement. 2, ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Company upon the terms set forth above and agrees to devote all of Employee's time, energy and ability to the interests of the Company, and to perform his/her duties in an efficient, trustworthy and business-like manner. 3. DEVOTION OF TIME TO EMPLOYMENT ‘The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Company. The Employee shall provide services during the hours that are scheduled by the Company's management, The Employee shall bbe prompt in reporting to work atthe assigned time. Page 1 of 94, NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Company. Employee shall not engage in any activity that conflicts with the Employee's duties to the Company. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Company, Employee shall not provide any services to clients or prospective ‘clients of the Company outside of the provision of services for the Company, whether stich services are provided with or without compensation or remuneration. 5. COMPANY PROPERTY Employee acknowledges and agrees that while employed by the Company the Employee may be provided with use of computer equipment and other property of the Company. ‘The use and possession of such items shall be subject to any policies, requirements or restrictions established by the Company. Such items may only be used in performance of the Employee's duties for the Company. On request ofthe Company, the Employee shall immediately deliver any such items to the Company. Upon termination of employment, Employee shall have the aflimnative duty to retum any such item to the Company whether a request is made or not, ‘The obligation to return Company property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the Company rogardless of the form or medium, 6, COMPENSATION ‘The Company shall pay the Employee at a rate of $250,000 per year. Payment shall be at the same time as the Company’s usual payroll to other employees, 7. BONUS & BENEFITS ‘Standard benefits that are provided to other employees at the same level shall be offered to the Employee, subject to the Company's policies and the terms and conditions of such benefits. 8, WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. 9. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualifications that are established by the Company. 10. TERM OF AGREEMENT ‘This contract is for a period of three years and shall automatically renew unless notice is given at east 30 days prior to the end of the initial contract period. Page 2 of 9LL. CLIENTS AND CLIENT RECORDS ‘The Company shall have the authority to determine who will be accepted as clients of the ‘Company, and the Employee recognizes that such clients accepted are clients of the Company and not the Employee. All client records and files of any type concerning clients of the Company shall belong to and remain the property of the Company, notwithstanding the subsequent termination of the employment, 12, POLICIES AND PROCEDURES ‘The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Company. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, ‘email policies, and all other policies, procedures, directives, and mandates established by the ‘Company, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Company under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Company, 13, TERMINATION Employee acknowledges and agrees that this isa three year contract. Termination may only oceur if'there is a breach, or the company becomes insolvent. 14, CREATIONS AND INVENTIONS Employee acknowledges and agtees that any and all work product of the Employee that is conceived ot ereated during the Fmployee’s employment with the Company is the exclusive property of the Company. This shat! include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, fechniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the ‘employment relationship, to execute any and all documents requested by the Company to confirm the Company's ownership and contro! ofall such material, inefuding but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Company. 15. RESTRICTIVE COVENANTS ‘The Employee acknowiedges that the Company, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Company's clients. The Employee further acknowledges that such confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Company's clients are the result of his employment by the Company. In consideration of the foregoing and of the benefits generally provided to the Employee by the Company pursuant to the Page 3 of 9terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venture, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, atinership, Company or other entity, or otherwise. 16, HIRING ‘The Employee agrees that during the Employee's employment with, and for a period of 2 (two) _years following the termination or of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not attempt to hite any other employee or independent contractor of the Company or otherwise encourage or attempt to encourage any other employee or independent contractor of the Company to leave the Company's employ, 17, CONFIDENTIALITY; DISCLOSURE; PROPRIETARY INFORMATION Employee recognizes and acknowledges that all records with respect to clients, business associates, customer or refetral lists, contracting parties and referral sources of the Company, and all personal, financial and business and proprietary information of the Company, its employees, officers, direotors and shareholders obtained by the Employee during the term of this Agreement and not generally known in the public (the "Confidential Information") are valuable, special and ‘unique and proprietary assets of the Company's business. The Employee hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Company. 18, SOLICITATION ‘The Employee further agrees that during the term ofthis Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not, in any manner ot at any time, solicit or encourage any person, firm, Company or other business entity who are clients, business associates, or referral sources of the ‘Company to cease doing business with the Company or to do business with the Employee. 19, NON-COMPETITION WITH COMPANY CLIENTS Employee agroes that duting the term of the Employee's employment with the Company and for ‘a period of 2 years following the cessation of the relationship with the Company, the Employee shall not provide any service to or lend any aid to any of the clients of the Company. 20, NON-COMPETE AND NON-SOLICITATION ‘Employee agrees that during the term of this Agreement and for two (2) years after the termination date, Employee will not, without the Company’s express written consent: () directly or indirectly, for himself or on behalf of any other person, corporation, or entity, seek to employ, solicit, Page 4 of 9encourage, or attempt to induce to leave, any (A) current employee or consultant of Company, or (B) any person who, at any time during the three months prior to the termination date, was an employee or consultant of Company; (i) solicit the business of any then current (atthe time of the termination date) clients or customers (including patties which Company is engaged in business discussions) of Company relating, directly or indirectly, to the business of the company or ‘competitive with the business of the Company, other than on behalf of Company, within a sixty (60) mile radius of any location where Employee actually performed services for Company; (ii) directly or indirectly acquire or hold any ownership or investment interest in or contract to provide administrative or executive services to any person of entity providing the same or similar services as Company or (iv) otherwise compete with Compeny directly or in conjunction with any other person or entity. In the event of a breach of this non-competition provision, Employee understands and agrees that the Company would be irtepurably injured and without adequate remedy of law. Therefore in an ‘event of such a breach, the Company shall be entitled to enforce, in addition to any other remedies made available to it by law or equity, a temporary and/or permanent injunction and a dectee for the specific periormance of the terms of this section, without the necessity of realizing an actual or threatened harm, and without being required to furnish a bond or other security. 21, COVENANTS INDEPENDENT Bach restrictive covenant on the part of the Employ ee set forth inthis Agreement shall be construed 48 a covenant independent of any other covenant of provisions of this Agreement or any other agreement, which the Company and the Employee may have, fully performed and not executor, and the existence of any claim or cause of action by the Employee ageinst the Company whether predicated upon another covenant ot provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant. 22, PROPRIETARY CREATIONS All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Employee, cither alone or with others, during the term of Employce's employment, whether or not conceived or developed during Employee's working hours, and with respect to which the equipment, supplies, facilities, or trade sceret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or demonstrably anticipated research and development, or that result fiom any work performed by Employee for Company, will be the sole property of Company, and shall be considered “works for hire”, and Employee hereby assigns to the Company all of Employee's right, title and interest in and to such Inventions, Employee must disclose to Company all inventions conceived during the term of employment, whether or not the invention constitutes property of Company under the terms of the preceding sentence, but such disclosure will be received by Company in confidence. Employee must execute all documents, including patent applications and assignments, required by Company to establish Company's rights under this Section, Page 5 of 923. INJUNCTIVE AND EQUITABLE RELIEF Employee and Company recognize and expressly agree that the extent of damages to Company in the event of breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain, that the jreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any breach will be inadequate to compensate the Company. Consequently, the Employee agrees that in the event of a breach of any such covenant, in addition to any other relief to which Company may be entitled, Company shall be entitled to enforce the covenant by injunctive o other equitable relief ordered by a court of competent jurisdiction, 24, INDEMNIFICATION ‘The Employee hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and employees harrnless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of cour, including without limiting the generality of the foregoing, attorneys’ fees, and all costs and expenses of litigation, arising from or growing, out of the Employee's breach or threatened breach of any covenant contained herein, 25, ACKNOWLEDGMENT ‘The Employee acknowledges that when this Agreement is concluded, the Employee will be able to eam a living without violating the foregoing restrictions and that the Employee's recognition and representation of this fact is a matetial inducement to the execution of this Agreement and to Employee's continued relationship with the Company. 26, SURVIVAL OF COVENANTS All restrictive covenants contained in this Agreement shall survive the termination of this Agreement. 27, LIMITATIONS ON AUTHORITY Without the express written consent from the Company, the Employee shall have no apparent ot implied authority to: (i) Pledge the credit of the Company or any of its other employees; (i) Bind the Company under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Company unless the Company hes received the full amount thereof; or iv) sell, mortgage, transfer or otherwise dispose of any assets of the Company. 28, REPRESENTATION AND WARRANTY OF EMPLOYER The Employee acknowledges and understands that the Company has extended employment opportunities to Employee based upon Employee's representation and warranty that Employee is in good health and able to perform the work contemplated by this Agreement for the term hereof, 29, MODIFICATION No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto, Page 6 of 930, ENTIRE AGREEMENT This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, ot discharge is sought. 31. NOTICES Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Company to its principal office, and in the case of the Employee to the Employee's residence address set forth on the first page of this Agreement or to such other address as may be designated by the Employee. 32, GOVERNING LAW ‘This Agreement shall be construed and governed by the laws of the State of Florida, 33. ATTORNEYS’ FEES In the event that either party is required to engage the services of legal counsel to enforce the terms ‘and conditions of this Agreement against the other party, regardless of whether such aetion results, in litigation, the prevailing party shall be entitled to reasonable attomeys’ fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred. 34, JOB DESCRIPTION Employees job desctiption would be that of “Management with Executive Responsibility". This would include, but not be limited fo: * Educating Pain Management Clinics, Surgery Centers, Orthopedic Offices, Primary Care Offices, Nurse Practitioners, Physician Assistants, Hospitals, and Wound Care Clinics, on the regenerative effects of our products. 4 Meet or exceed sales objectives set by management by establishing long-term relationships with the customers and match our capabilities with customer’s needs, © Leam and master product offerings and manufacturing eapabilities by developing a customer-specific account management approach, identifying new business and growth, opportunities. © Aggressively work to develop customer retention and new customer acquisition strategies by working with the product managers to identify new opportunities and generate leads, ‘* Provide input into the development of new marketing strategies and ideas by maintaining ‘competitive market knowledge and collect feedback from the customers regariing potential new products and communicate this to the appropriate personnel internally. ‘* Collect information on competitors in the region and proactively report this information Page 7 of 9to home office, Remain current with all compliance and regulatory guidelines for the distribution, tracking, and complaints regarding HICTP's. ‘Work with other “Management with Executive Responsibility” to consistently review, ‘maintain, and improve quality standards in order to maintain consistent compliance with specified regulations and industry standards > Signature Page Follows - Page 8 of 9IN WITNESS HEREOF, each party to this Agreement has caused it to be executed on the date indicated on the first page of this Agreement, EMPLOYER, Lamon ‘Authorized Signature EMPLOYER ROW4 INC. DBA REGENATIVE LABS By: lef Executive Officer Page 9 of 9EXHIBIT 2LLenoiyn crap ks, BUR EULER E@DOKR He a EMPLOYMENT AGREEMENT FOR SALES REPRESENTATIVE ‘This Agreement for an “At Will” Employee (the "Agreement") is made and effective on the 17th day of June, 2021, BETWEEN: Arian Carney (the "Employee"), an individual with a main address at: 1215 Agarita Dr, Fisher, TX 78623 AND: ROW1, INC, D/B/A REGENATIVE LABS (the "Company") 1700 W Main St Ste 500 Pensacola, FL 32502 RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Company, on an “at will” basis, upon the following terms and conditions: 1, APPOINTMENT The Emptoyee is hereby employed by the Company to render such services as a Sales Representative and to perform such tasks as may be assigned by the Company. The Company ‘may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. 2, ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Company upon the terms set forth above and agrees to devote all of Employee’s time, energy and ability to the interests of the Company, and to perform his/her duties in an efficient, trustworthy and business-like manner 3. DEVOTION OF TIME TO EMPLOYMENT AND RESPONSIBILITIES The Employee shall devote the Employee's best efforts and substantially all the Employee's working time to performing the duties on behalf of the Company. Responsibilities shall include, but are not fimited to: i, Educating Pain Management Clinics, Surgery Centers, Orthopedic Offices, Primary Care Offices, Nurse Practitioners, Physician Assistants, Hospitals, and ‘Wound Care Clinics, on the benefits of the Company's products; ii, Meet or exceed sales objectives set by Company by establishing long-term relationships with customers and match Company’s capabilities with customer needs; iii, Lear and master product offerings and manufacturing capabilities by developing a customer-specific account management approach, identifying new business and growth opportunities; iv. Aggressively work to develop customer retention and new customer acquisition strategies by working with the product managers to identify new opportuni generate leads; Page 1 of 10¥. Provide input into the development of new marketing strategies and ideas by maintaining competitive market knowledge and collect feedback from the customers regarding potential new products and communicate this to the appropriate Company personnel; vi, Collect information on competitors in the region and proactively report this information to Company; vii, Remain current with all compliance and regulatory guidelines for the distribution, tracking, and complaints regarding HSTP’s. Sho conrucr OF INTEREST Employee shall not engage in any other business while employed by the Company. Employee shall not engage in any activity that conflicts with the Employee’s duties to the Company. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Company. Employee shall not provide any services to clients or prospective clients of the Companty outside of the provision of services for the Company, whether such services are provided with or without compensation or remuneration, 5, COMPANY PROPERTY Employee acknowledges and agrees that while employed by the Company the Employee may be provided with use of computer equipment and other property of the Company. The use and possession of such items shall be subject to any policies, requirements or restrictions established by the Company. Such items may only be used in performance of the Employee's duties for the Company. On request of the Company, the Employee shall immediately deliver any such items to the Company. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Company whether a request is made or not, The obligation to return Company property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the Company regardless of the form or medium, 6. COMPENSATION The Company will pay Employce as follows: A. Base Salary, Employee will receive a base salary of $100,000.00 per year, and subject to all applicable taxes, payroll deductions, and any required withholdings, payable in accordance with the payroll practices of Company. B. Commissions. Employee is eligible to receive compensation in the form of commissions as described in Exhibit A, based upon the attainment of specified results as related to the Employee's sale of products. C, Expense Reimbursement. Upon presentation of supporting documentation, and consistent with Company policies, Employee will be reimbursed for reasonable, necessary, direct out-of-pocket expenses incurred in connection with Employce’s job performance. 7. BENEFITS Certain benefits that are provided to other employees at the same level may be offered to the Employee, subject to the Company's policies and procedures, applicable laws, and the terms Page 2 of 10enon ELVaUpe Ws, YoRUr co HERR E-ODO NY ESBS UE and conditions of such benefits, Currently, the Company pays 100% of the premiums for health, dental, and vision insurance, Employee will receive two weeks paid vacation. Employee may also receive up to ten days paid time off, subject to approval. Company offers six paid holidays, including New Year's Day, Memorial Day, Independence Day, Labor Day, ‘Thanksgiving Day, and Christmas Day, 8. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. 9. QUALIFICATIONS OF EMPLOYEE ‘The employee shall satisfy all the qualifications that are established by the Company for Sales Representatives. 10. TERM OF AGREEMENT This contract is for a period of one (1) year and shall automatically renew for additional one- year terms unless notice is given at least fourteen days prior to the end of the initial contract period of prior to the end of any renewal period by either party. Contract will be reviewed at 6 months, a LIENTS AND CLIENT RECORDS ‘The Company shall have the authority to determine who will be accepted as clients of the Company, and the Employee recognizes that such clients accepted are clients of the Company and not the Employee. All client records and files of any type concerning clients of the Company shall belong to and remain the property of the Company, notwithstanding the subsequent termination of the employment. 12, POLICIES AND PROCEDURES ‘The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Company. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Company, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Company under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Company. 13. TERMINATION Employee acknowledges and agrees that this is a one (1) year contract. However, Employee is employed on an at-will basis and may be terminated for any reason or no reason, subject to applicable Federal and State laws. Should Employee terminate this Agreement prior to its expiration for any reason other than a material breach or the insolvency of Company, Employee forfeits any unpaid commissions, 14, CREATIONS AND INVENTIONS: Page 3 of 1016. Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Company is the exclusive property of the Company. This shail include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI’s, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Company to confirm the Company's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Company. . RESTRICTIVE COVENANTS ‘The Employee acknowledges that the Company, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Company's clients. The Employee further acknowledges that such confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Company's clients are the result of his employment by the Company. In consideration of the foregoing and of the benefits generally provided to the Employee by the Company pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venture, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership, Company or other entity, or otherwise. HIRING ‘The Employee agrees that during the Employee's employment and for a period of two (2) years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not attempt to hire any other employee or independent contractor of the Company or otherwise encourage or attempt to encourage any other employee or independent contractor of the Company to leave the Company's employ, CONFIDENTIALITY; DISCLOSURE; PROPRIETARY INFORMATION Employee recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Company, and all personal, financial and business and proprietary information of the Company, its employees, officers, directors and shareholders obtained by the Employee during the term of this Agreement and not generally known in the public (the "Confidential Information") are valuable, special and unique and proprietary assets of the Company's business. The Employee hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Company. Page 4 of 10Yaa! rap Wa, YUE AO UM! BOON U EEOSIOF # 18. SOLICITATION The Employee further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employce will not, in any manner or at any time, Solicit or encourage any person, firm, Company or other business entity who are clients, business associates, or referral sources of the Company to cease doing business with the Company or to do business with the Employee. (ON-COMPETITION WITH COMPANY CLIENTS Employee agrees that during the term of the Employee's employment with the Company and for a period of two (2) years following the cessation of the relationship with the Company, the Employee shall not provide any service to or lend any aid to any of the clients of the Company. 2'Nox-comPETE AND NON-SOLICITATION Employee agrees that during the term of this Agreement and for two (2) years after the termination date, Employee will not, without the Company's express written consent: i, directly or indirectly, for himself or on behalf of any other person, corporation, or entity, seek to employ, solicit, encourage, or attempt to induce to leave} any a, current employee or consultant of Company; or b. any person who, at any time during the three months prior to the termination date, was an employee or consultant of Company; ii, solicit the business of any then current (at the time of the termination date) clients or customers (including parties which Company is engaged in business discussions) of Company relating, directly or indirectly, to the business of the company or competitive with the business of the Company, other than on behalf of Company, within a sixty (60) mile radius of any location where Employce actually performed services for Company; iii, directly or indirectly acquire or hold any ownership or investment interest in or contract to provide administrative or executive services to any person or entity providing the same or similar services as Company; or iv. otherwise compete with Company directly or in conjunetion with any other person or entity. In the event of a breach of this non-competition provision, Employee understands and agrees that the Company would be irreparably injured and without adequate remedy of law. Therefore in an event of such a breach, the Company shall be entitled to enforce, in addition to any other remedies made available to it by law or equity, a temporary and/or permanent injunction and a decree for the specific performance of the terms of this section, without the necessity of realizing an actual or threatened harm, and without being required to furnish a bond or other security, Employee expressly agrees to inform Company of any direct solicitation of Employee by any person or entity in the same or similar business as Company. 21. COVENANTS INDEPENDENT Page 5 of 10LLuaioiyt emupe Ws, Yonbr evo HA EeDENRI UENO Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement, which the Company and the Employee may have, fully performed and not executor, and the existence of any claim or cause of action by the Employee against the Company whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant, 22, PROPRIETARY CREATIONS All. processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Employee, either alone or with others, during the term of Employee's employment, whether or not conceived or developed during Employee's working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Company of to Company's actual or demonstrably anticipated research and development, or that result from any work performed by Employee for Company, will be the sole property of Company, and shall be considered “works for hire”, and Employee hereby assigns to the Company all of Employee's right, title and interest in and to such Inventions. Employee must disclose to ‘Company all inventions conceived during the term of employment, whether or not the invention constitutes property of Company under the terms of the preceding sentence, but such disclosure will be received by Company in confidence, Employee must execute all documents, including patent applications and assignments, required by Company to establish Company's rights under this Section, K INJUNCTIVE AND EQUITABLE RELIEF Employee and Company recognize and expressly agree that the extent of damages to Company in the event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at Jaw for any breach will be inadequate to compensate the Company. Consequently, the Employee agrees that in the event of a breach of any such covenant, in addition to any other relief to which Company may be entitled, Company shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction, 24, INDEMNIFICATION The Employee hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys’ fees, and all costs and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any covenant contained herein, 28, ACKNOWLEDGMENT. ‘The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living without violating the foregoing restrictions and that the Employee's Page 6 of 10LUC EU, WORU! DerUY ILA OBEYS HEEB HOT recognition and representation of this fact is a material inducement to the execution of this Agreement and to Employee's continued relationship with the Company. 26. SURVIVAL OF COVENANTS All restrictive covenants contained in this Agreement shall survive the termination of this Agreement, 27. LIMITATIONS ON AUTHORITY Without the express written consent from the Company, the Employee shall have no apparent or implied authority to: i. Pledge the ctedit of the Company or any of its other employees; ii, Bind the Company under any contract, agreement, note, mortgage or otherwise; iii, Release or discharge any debt due the Company unless the Company as received the full amount thereof; or iv. sell, mortgage, transfer or otherwise dispose of any assets of the Company. 28, REPRESENTATION AND WARRANTY OF EMPLOYEE, The Employee acknowledges and understands that the Company has extended employment opportunities to Employee based upon Employee's representation and warranty that Employee is in good health and able to perform the work contemplated by this Agreement for the term hereof. 29, MODIFICATION ‘No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto, 30, ENTIRE AGREEMENT This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought. 31. NOTICES Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Company to its principal office, and in the case of the Employee to the Employee's residence address set forth on the first page of this Agreement or fo such other address as may be designated by the Employee, 32, GOVERNING LAW This Agreement shall be construed and governed by the laws of the State of Florida. 33, ATTORNEYS’ FEES Jn the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attomeys' fees, costs of legal assistants, and other costs fiom the other party, which shail include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including Page 7 of 10Lai EINUPY 2, UUNY! LOKI FLA ODOT EDI Ur any accounting expenses incurred, 3d MEDIATION AND ARBITRATION ‘The parties agree to attempt to resolve any dispute which may arise under this Agreement by submitting such dispute for nonbinding mediation, This provision dies not prevent either party from electing fo terminate this Agreement in accordance with its termination provisions, If mediation is unsuccessful, the parties agree to submit all disputes to binding arbitration according to the commercial rules of arbitration of the American Arbitration Association, All disputes will be arbitrated by three independent arbitrators, to be chosen as follows: each party shall choose one independent arbitrator. The two arbitrators chosen by the parties shall choose a third arbitrator, If the two arbitrators chosen by the parties cannot agree on an independent third arbitrator, the AAA shall appoint an independent third arbitrator. All arbitration shall be conducted in Pensacola, Florida, - Signature Page Follows - Page 8 of 10euanoigt inupe Ws, Bone 20 Us -BOUU IEROY HIF IN WITNESS HEREOF, each party to this Agreement has caused it to be executed to be effective as of the date indicated on the first page of this Agreement regardless of the date of signature below. EMPLOYEE vin Carney Authorized Signature Date: June 17,2021 ROWI, INC, D/B/A REGENATIVE LABS Tyler C Barrett Chief Executive Officer Date: June 17,2021 Page 9 of 10Exhibit A Commission Plan ‘The following shall govern the payment of commissions to Employee on sales placed directly by Employee's customers or by Employee with the Company using the Company’s online purchasing portal MedNGine, COMMISSION. 10% of Total Sales from $60,001-8100,000 ¢ 75,000 | it | 15% of Total Sales from $100,001 >$175,001 20% of Total Sales greater than $175,000 Sales to Wholesalers and Government Agencies ***Sales Rep may earn commission at 3% for first three orders placed by (1) wholesalers previously approved in writing by Company, and/or (2) governmental agencies previously approved in writing by Company. Revenue from these orders do not count towards monthly commission tiers. Products sold outside of the current price sheet may result in reduced commissions and require prior approval by the VP of Sales. Page 10 of 10EXHIBIT 3‘Wooton civauye Wu. FEL 9-oF HENBUORAD ME COBSERN Le pio NON-EXCLUSIVE SALES AGENT AND PERSONAL SERVICES AGREEMENT. This Non-Exclusive Sales Agent and Personal Services Agreement (the “Agreement”), effective Oct 26, 2021 (the “Effective Date”), is made and entered into by and between the below-listed Agent and Company. SALES AGENT: Stephen Mesa (the “Agent”), whose address is: 150 E Robinson street unit 2001 Orlando HL 32801 COMPANY: ROWL, INC, D/B/A REGENATIVE LABS (the "Company", with its head office located at: 1700 W Main St Ste 500 Pensacola, FL 32502 RECITALS WHEREAS, Company wishes to appoint Agent as its non-exclusive Agent for Products (as defined below); and WHEREAS, Agent has represented to Company that he or she has the facilities, and expertise required for the successful marketing of the Products and wishes to act as Company’s Agent for the Products; and WHEREAS, Agent agrees to provide certain personal services, including marketing and consultation, and monitor to report to Company the clinical performance of persons administering Products, NOW, THEREFORE, in consideration of the foregoing and the promises, representations, and warranties set forth below, the parties agree as follows: AGREEMENT In consideration of the foregoing and of the mutual promises contained in this Agreement, the parties agree as follows: 1. Definitions 1.1. “Products” shall mean those products listed in Exhibit A attached to this Agreement. Products may be changed, abandoned or added by Company, in its sole diseretion, anytime. Company shall be under no obligation to continue production of any Product, 1.2. “Confidential Information” means all data and information of a confidential and proprictary nature, including any proprietary information, technical data, trade secrets or Page 1 of 15voc era io. raLoN1 STF YOMDUOAND EH SUBIORM CE knowhow, including, but not limited to, research, produet plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information of Company communicated, orally, electronically, or in writing, to Agent and identified by Company as confidential, whether or not designated in writing as such, 1.3, “Company-Approved Training Program means the training program for physicians and Agents prepared by Company to help properly educate physicians on the Company's products and to train and educate Agents on the appropriate marketing, use, and regulation of the Products, This term shall also include a compliance class, training, and examination, which must be taken, and passed, prior to any marketing or sale of Products. 2. Appointment and Authority of Agent 2.1, Non-Exclusive Agent. Subject to the terms and conditions of this Agreement, the Company hereby appoints Agent as a Company’s Non-Exclusive Agent for the Products, and Agent hereby accepts such appointment. Agent’s sole authority shall be to solicit orders for the Products in accordance with all applicable laws, rules, regulations, and the terms of this Agreement. Agent shall not have the authority to make any commitments whatsoever on behalf of the Company. 2.2, Independent Contractors. The relationship of the Company and Agent established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, co-owners or otherwise as participants in a joint undertaking, or (ii) allow Agent to create or assume any obligation on behalf of the Company for any purpose whatsoever. All financial and other obligations associated with Agent’s business are the sole responsibility of Agent ‘Agent shall be solely responsible for, and shall indemnify and hold the Company free and harmless from, any and all claims, damages or lawsuits (including the Company's attomeys’ fees) arising out of unauthorized, illegal, unethical, or negligent acts of Agent/Agent. 3. Obligations of the Parties 3.1. General Conduct of Agent. Agent shall use his or her best efforts to legally promote and sell the Products, and shall, at his or her sole cost, expense, and risk: ()) maintain suitable organization for and use his or her best efforts to actively promote and sell the Company's Products. Exhibit A lists the Products and the MSRP for each product. ‘Training. Agent agrees to promote the Product only for use by physicians, or other healthcare providers legally allowed to use such products. Education, and/or training will be offered by the Company. 3.3. Notification, During the term of this Agreement, if Agent becomes aware of any use or attempted use of the Products by anyone who is not trained as described herein, then Agent will promptly notify Company of such use and will promptly disclose all facts, Page 2 of 15 She