SUBSCRIPTION AGREEMENTSubscription Agreement • January 8th, 2018 • BioLife4D Corp • Services-commercial physical & biological research • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Warrant Agent AgreementWarrant Agent Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between BioLife4D Corporation, a Delaware corporation (the “Company”), and ClearTrust, LLC (the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • April 20th, 2023 • BioLife4D Corp • Biological products, (no disgnostic substances) • New York
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
THIS ADVISORY BOARD AGREEMENT (this “Agreement”) is entered into on August 28, 2017 (the “Effective Date”) by and between BIOLIFE4D Corporation, a Delaware corporation (the “Company”), and Dr. Raimond Winslow (“Advisor”).
ContractBioLife4D Corp • April 20th, 2023 • Biological products, (no disgnostic substances) • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
NOTE PURCHASE AGREEMENT (JANUARY 2019)Note Purchase Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Delaware
This Note Purchase Agreement (January 2019) (this “Agreement”) is by and between BioLife4D Corporation, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). This Agreement shall be effective as of the date that it has been executed by both the Company and Subscriber (the “Effective Date”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Subscriber’s Note (as defined below).
AMENDMENT TO ADVISORY BOARD AGREEMENTAdvisory Board Agreement • July 21st, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Amendment to Advisory Board Agreement (this “Amendment”) is executed this [_] day of January, 2022 (the “Effective Date”), by and between BIOLIFE4D, a Delaware limited liability company formerly known as BIOGEN3D Corporation (the “Company”) and Ibrahim Tarik Ozbolat (“Advisor”).
CFO AGREEMENTCfo Agreement • July 21st, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Delaware
This CFO AGREEMENT is dated as of February 1, 2022 (this “Agreement”), and is by and between BIOLIFE4D Corporation, a Delaware corporation, (the “Company”), and Wesley Ramjeet (the “Consultant”).
AGREEMENTAgreement • December 19th, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT (this “Agreement”) is entered into as of December 6, 2022, by and among BioLife4D Corporation, a Delaware corporation (the “Company”), and BioLife4D - SM Trust (the “Trust”).
NOTE PURCHASE AGREEMENT (JANUARY 2019)Note Purchase Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Delaware
This Note Purchase Agreement (January 2019) (this “Agreement”) is by and between BioLife4D Corporation, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). This Agreement shall be effective as of the date that it has been executed by both the Company and Subscriber (the “Effective Date”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Subscriber’s Note (as defined below).
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 19th, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Texas
This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT, dated as of December 7, 2022 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and between BioLife4D – SM Trust, dated November 1, 2016, a trust organized under the laws of the State of Illinois (the “Pledgor”), in favor of GARY E. REYNOLDS, an individual residing in the state of Texas (the “Secured Party”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • December 19th, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
THIS BUSINESS LOAN AGREEMENT dated December 6, 2022, is made and executed between Biolife4d Corporation (“Borrower”) and Fifth Third Bank, National Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
THIS ADVISORY BOARD AGREEMENT (this “Agreement”) is entered into on 5/31/2017 (the “Effective Date”) by and between BIOGEN3D Corporation, a Delaware corporation (the “Company”), and Ibrahim Tarik Ozbolat (“Advisor”).
FIRST AMENDMENT TO AGREEMENTTo Agreement • June 13th, 2023 • BioLife4D Corp • Biological products, (no disgnostic substances)
This First Amendment to Agreement (this “First Amendment”) is entered on June 5, 2023, but effective as of December 7, 2022 (“Effective Date”), by and between BioLife4D - SM Trust, dated November 1, 2016 (the “Trust”) and BioLife4D Corporation, a Delaware corporation (the “Company”).
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
THIS ADVISORY BOARD AGREEMENT (this “Agreement”) is entered into on August 23rd, 2017 (the “Effective Date”) by and between BIOLIFE4D Corporation, a Delaware corporation (the “Company”), and Dr. Jeffrey Morgan, MD (“Advisor”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
TEXAS MEDICAL CENTER (“Licensor”), and B1OLIFE4D INC., a Delaware C-Corporation (“Licensee”) are parties to a certain License Agreement (“License”) dated April 3, 2018 with respect to premises identified as Lab Bench J-251-D located at 2450 Holcombe Boulevard, Houston, Texas 77021- 2040.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
TEXAS MEDICAL CENTER (“Licensor”), and BIOLIFE4D INC., a Delaware C-Corporation (“Licensee”) are parties to a certain License Agreement (“License”) dated April 3, 2018 with respect to premises identified as Lab Bench J-251-P and J-251-Q located at 2450 Holcombe Boulevard, Houston, Texas 77021-2040.
EXTENSIONBioLife4D Corp • June 3rd, 2022 • Biological products, (no disgnostic substances)
Pursuant to that certain Convertible Promissory Note, dated on or about January 3, 2019 (the “Note”), by BioLife4D Corporation (“Borrower”) in favor of EchoVenture, LLC (“Lender”), Lender has loaned to Borrower the sum of $75,000.00. Pursuant to the Note, Borrower has the right to extend the Maturity Date (as defined in the Note) until January 31, 2024. Accordingly, Borrower hereby extends the Maturity Date of the Note until January 31, 2024.
THIRD AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
TEXAS MEDICAL CENTER (“Licensor”), and BIOLIFE4D INC., a Delaware C-Corporation (“Licensee”) are parties to a certain License Agreement (“License”) dated April 3, 2018 with respect to premises identified as Lab J-307 located at 2450 Holcombe Boulevard, Houston, Texas 77021-2040.
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective September 15, 2020 (the “Effective Date”), by and between BioLife4d Corporation, a Delaware Corporation (the “Company”), and Kate Lewis (“Executive”).
Laboratory Service Agreement TERMS AND CONDITIONS (MARCH 1, 2015)Laboratory Service Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This program is intended to serve a mutual benefit to both Northwestern University, an Illinois corporation having its business address at 633 Clark Street, Evanston, Illinois, 60208-1110 (hereinafter “Northwestern”, or “University”) and the Requesting Entity described herein.
EXTENSIONExtension • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
Pursuant to that certain Convertible Promissory Note, dated January 31, 2019 (the “Note”), by BioLife4D Corporation (“Borrower”) in favor of Clayton A. Struve (“Lender”), issued in connection with that certain Note Purchase Agreement, dated February 7, 2019, by and between Borrower and Lender, Lender has loaned to Borrower the sum of $250,000.00. Pursuant to the Note, Borrower has the right to extend the Maturity Date (as defined in the Note) until January 31, 2024. Accordingly, Borrower hereby extends the Maturity Date of the Note until January 31, 2024.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Independent Contractor Agreement (the “Agreement”) is made and entered into as of the date set forth on the initial Statement of Work, as may be amended from time to time (the “Initial SOW”), attached here to as Exhibit A (the “Effective Date”) between BioLife4D Corporation (“Company”), the person whose name and address are set forth on the Initial SOW (“Consultant”).
EXTENSIONBioLife4D Corp • June 3rd, 2022 • Biological products, (no disgnostic substances)
Pursuant to that certain Convertible Promissory Note, dated on or about January 22, 2019 (the “Note”), by BioLife4D Corporation (“Borrower”) in favor of H. Joseph Leitch (“Lender”), issued in connection with that certain Note Purchase Agreement, dated January 22, 2019, by and between Borrower and Lender, Lender has loaned to Borrower the sum of $125,000.00. Pursuant to the Note, Borrower has the right to extend the Maturity Date (as defined in the Note) until January 31, 2024. Accordingly, Borrower hereby extends the Maturity Date of the Note until January 31, 2024.
AMENDMENT TO ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Amendment to Advisory Board Agreement (this “Amendment”) is executed this 17th day of January, 2022 (the “Effective Date”), by and between BIOLIFE4D, a Delaware limited liability company formerly known as BIOGEN3D Corporation (the “Company”) and Sean Palacek (“Advisor”).
EXTENSIONExtension • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
Pursuant to that certain Convertible Promissory Note, dated January 31, 2019 (the “Note”), by BioLife4D Corporation (“Borrower”) in favor of Millennium Automated Parking, Inc. (“Lender”), Lender has loaned to Borrower the sum of $20,000.00. Pursuant to the Note, Borrower has the right to extend the Maturity Date (as defined in the Note) until January 31, 2024. Accordingly, Borrower hereby extends the Maturity Date of the Note until January 31, 2024.
AMENDMENT TO ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Amendment to Advisory Board Agreement (this “Amendment”) is executed this 1st day of February, 2022 (the “Effective Date”), by and between BIOLIFE4D, a Delaware limited liability company formerly known as BIOGEN3D Corporation (the “Company”) and Janet Zoldan (“Advisor”).
AMENDMENT TO ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Amendment to Advisory Board Agreement (this “Amendment”) is executed this 1st day of February, 2022 (the “Effective Date”), by and between BIOLIFE4D, a Delaware limited liability company formerly known as BIOGEN3D Corporation (the “Company”) and Jeffrey Morgan (“Advisor”).
Client: Biolife4D Intelligent Office Membership AgreementBioLife4D Corp • June 3rd, 2022 • Biological products, (no disgnostic substances)
EXTENSIONExtension • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
Pursuant to that certain Convertible Promissory Note, dated January 31, 2019 (the “Note”), by BioLife4D Corporation (“Borrower”) in favor of Julius S. Levine Trust (“Lender”), Lender has loaned to Borrower the sum of $30,000.00. Pursuant to the Note, Borrower has the right to extend the Maturity Date (as defined in the Note) until January 31, 2024. Accordingly, Borrower hereby extends the Maturity Date of the Note until January 31, 2024.
EXTENSIONExtension • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances)
Pursuant to that certain Convertible Promissory Note, dated January 28, 2019 (the “Note”), by BioLife4D Corporation (“Borrower”) in favor of 2 JWB GP LLC (“Lender”), Lender has loaned to Borrower the sum of $100,000.00. Pursuant to the Note, Borrower has the right to extend the Maturity Date (as defined in the Note) until January 31, 2024. Accordingly, Borrower hereby extends the Maturity Date of the Note until January 31, 2024.
LICENSE AGREEMENTLicense Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Texas
This License Agreement (the “Agreement”) is made as of the 24th of MAY, 2018, between Texas Medical Center, a Texas non-profit corporation, as Licensor (the “Licensor”), and BIOLIFE4D, INC., a Delaware C-corporation, as Licensee (the “Licensee”).
AMENDMENT TO ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Amendment to Advisory Board Agreement (this “Amendment”) is executed this 1st day of February, 2022 (the “Effective Date”), by and between BIOLIFE4D, a Delaware limited liability company formerly known as BIOGEN3D Corporation (the “Company”) and Shayn Peirce-Cottler (“Advisor”).
