FROGGER'S HIDEOUT

[Track]

USRM big news out!

On March 3, 2017, the Company entered into an Asset Sale and Lease Agreement with GACP (General American Capital Partners) Stem Cell Bank LLC, a Florida limited liability company (“GACP) to sell to GACP fully depreciated equipment (the “Equipment Assets”) related to the segment of the Company business involving collecting, growing and banking cell cultures (the “Human Banking Business”) for an aggregate of $500,000.

Simultaneous with the sale of the Equipment Assets, the Company leased back the Equipment Assets for a term of three years. The purchase price for the Human Banking Business was Four Hundred Thousand Dollars ($400,000) for the actual equipment, plus $50,000 for non-equipment assets specifically related to the banking business—plus another $50,000 for customer contracts related to the bank . As consideration for the lease back of the Equipment Assets, the Company will pay base rent of Twenty thousand Dollars ($20,000) per month plus a graduating payment of percentage rent for each of the three years.

In addition, GACP has contractually agreed to invest an additional Two and a half Million Dollars ($2,500,000) to open ten (10) stem cell clinics in the United States within 3 years--with a penalty provision to the benefit of the Company for shortfalls if less than 6 clinics are opened within 24 months.

In conjunction with the Asset Sale and Lease Agreement, the Asset Purchase Agreement, and the Customer Purchase Agreement, on March 3, 2017, the Company entered into a Non-Competition and Non-Solicitation Agreement with GACP, the restrictive period of which is defined in the Non-Competition and Non-Solicitation Agreement.

The foregoing description of the Asset Sale and Lease Agreement, the Asset Purchase Agreement, and the Customer Purchase Agreement and Non-Competition and Non-Solicitation Agreement is a summary and is qualified in its entirety by reference to such documents, which is attached hereto as Exhibit 2.1, 2.2, 2.3 and 10.1 respectively.