Regen BioPharma Inc (RGBP)

[GM_FSJ]

RGBP

VESTING SCHEDULE FOR SIGNING SHARES



Signing Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Employee (“Transfer Restriction”) except as follows:



Transfer Restrictions shall no longer apply to the Signing Shares (“Milestone Shares”) upon the achievement of the following events ( Milestones”) during the course of the Employee’s employment with the Company after 18 months.



1. Expansion of Scientific Advisor Board: Expand SAB to 15 members (10 points)

2. R&D relationships: initiate and manage relationships with 3 CROs, 3 manufacturers, 3 clinical sites and 1 academic collaboration (10 points)

3. Patents in licensed/filed/issued: 10 non provisional patents filed ( 10 points)

4. Securing lead researcher for each clinical trial ( 1 point) / Clinical trials: pre-clinical( 1 point) phase 1 ( 1 pt) and phase 2 or efficacy finding ( 1 pt)

5. INDs filed ( 1 point) and INDs cleared ( 2 points)

6. IP/Patents transactions ( e.g. : license agreements, product sales and co-development deals at a level acceptable to the Board of Directors=10pts.



Assuming a total of 60 points are possible for vesting, a combination of the above points equal to 60 over an 18 month period results in 100% vesting. At the end of 18 months, should the total number of points amount to less than 60, vesting shall be reduced to that number of points attained divided by 60, resulting in a percentage of shares vested. At the end of 18 months, all unvested shares shall be forfeited . In the event of a change of control all shares shall be deemed fully vested.