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”).
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”).
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 • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
This Amendment to Advisory Board Agreement (this “Amendment”) is executed this 14th 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 • June 3rd, 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 • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT (this “Agreement”) is entered into as of May 18, 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).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Texas
This STOCK PLEDGE AGREEMENT, dated as of May 18, 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 • June 3rd, 2022 • BioLife4D Corp • Biological products, (no disgnostic substances) • Illinois
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”).
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”).
