1. Agreement.

These Terms and Conditions between Advanced Solutions Life Sciences, LLC (“ASLS”) and Biolife4D [NEED FULL NAME]., (“Biolife4D”) for the use of the BioAssemblyBot® Platform as a Service represent the entire agreement and understanding between the parties {the ‘‘Agreement”). In the event of a conflict between the terms of this Agreement and any quote, purchase order, proposal, or other document submitted by Biolife4D prior to or after entering into this Agreement, this Agreement shall control. As applicable, ASLS and Biolife4D may each be referred to herein individually as a ‘‘party” and collectively as the “parties.”

2. Platform as a Service.

ASLS shall furnish Biolife4D with a BioAssemblyBot® 400 (‘‘BAB”) and accompanying TSIM® and BioApps™ software (“Software”) {collectively, the “Equipment’1 along with certain tools, devices and related services comprising the BAB Platform as a Service {collectively the ‘‘Service”) pursuant to the terms of this Agreement. Provided Biolife4D complies with all the provisions of this Agreement, ASLS shall (i) deliver and install the BAB at a location designated by Biolife4D at no cost to Biolife4D; (ii) provide training on the use of the BAB at no cost to Biolife4D; and (iii) provide maintenance and repairs of the BAB at no cost to Biolife4D pursuant to ASLS Platinum Support Package as provided for in Section 10 below. Biolife4D may add ASLS’ tools during the Term and the Agreement will be amended to add a prorated charge for the tool for the remainder of the Term.

3. Payments.

(a) Biolife4D agrees to remit to ASLS a monthly fee of “Monthly Fee”) for use of the Services for a term of three (3) years from the Commencement Date (the “Term”). The Commencement Date shall be the date the BAB is delivered to the location specified by Biolife4D. Biolife4D will submit the first Monthly Fee payment prior to shipment of the BAB. Thereafter, Biolife4D shall submit the Monthly Fee every thirty days. after the Commencement Date for the remainder of the Term. At the end of the Term, Biolife4D may (i) return the Equipment to ASLS, (ii) purchase the Equipment pursuant to Section 3(b); or (iii) continue to utilize the Service and Equipment on a month to month basis at ASLS’ then current monthly rate until either party provides thirty (30) days written notice of its intent to terminate the Agreement.

(b) Upon the expiration of the Term and provided payments are current and Biolife4D is in good standing with ASLS, Biolife4D shall have the option to purchase the Equipment for $29,872.00. The Equipment will be sold “as is” and any additional warranty or platinum support will have to be purchased separately.

(c) Biolife4D shall pay interest at the rate of 1-1/2% per month or the highest legal interest rate, whichever is lower, on all overdue amounts. Biolife4D shall provide ASLS with appropriate documentation if any exemption from sales or use taxes is claimed.

(d) If Biolife4D fails to pay the Monthly Fee or other amount herein provided within five (5) calendar days after the same fs due and payable, or if Biolife4D fails to observe, keep or perform any other provision of this Agreement required to be observed, kept or performed, ASLS shall have the right to exercise any one or more of the following remedies provided ASLS has provided written notice of such breach or default and such breach or default remains uncured for ten (10) calendar days after Biolife4D receives notice: (i) to declare the entire amount of unpaid Monthly Fees for the remainder of the Term immediately due and payable without notice or demand to Biolife4D; (ii) to file a claim for and recover all payments, then accrued or thereafter accruing; (iii) to deactivate the Equipment so that it is no longer operational; (iv) take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law; (v) to terminate this Agreement; and (vi) to pursue any other remedy at law or in equity.

(e) Biolife4D hereby waives any and all damages occasioned by such taking of possession. Notwithstanding any repossession or any other action which ASLS may take, Biolife4D shall be and remain liable for the full performance of all obligations on the part of the BioLife4D to be performed under this Agreement All of ASLS’s remedies are cumulative and may be exercised concurrently or separately.

(f) As additional security for the payment and performance of all obligations under this Agreement, Biolife4D hereby pledges, assigns and grants to ASLS a continuing security interest in all of its assets. Biolife4D will execute a UCC-1 financing statement in connection with such security interest.

4. Security Deposit.

Biolife4D shall pay a security deposit in the following amount prior to taking possession of the Equipment: $18,000.00 dollars. The security deposit will be refunded to Biolife4D within 60 days following Biolife4D’s return of the Equipment and verification that the Equipment is in good working order. Prov1ded that, ASLS may use the funds from the security deposit to pay for any damages to the Equipment, any amounts past due from Bfolife4D, any cost incurred by ASLS in obtaining the Equipment from Biolife4D and any cost incurred by ASLS as a result of Biolife4D’s breach of this Agreement. The use of funds from the Security Deposit does not limit any other remedies that ASLS may take at law or in equity,

5. Insurance.

Biolife4D shall procure and continuously maintain and pay for all risk insurance against loss of and damage to the Equipment for not less Three Hundred and Fifty Thousand Dollars ($350,000), naming ASLS as loss payee, and combined public liability and property damage insurance with limits not less than Two Million Dollars ($2,000,000), naming Lessor as additionally named insured and a loss payee. The insurance shall be in such form and with such company or companies as shall be reasonably acceptable to ASLS, shall provide at least thirty (30) days advance written notice to ASLS of any cancellation, change or modification, and shall provide primary coverage for the protection of Biolife4D and ASLS without regard to any other coverage carried by Biolife4D or ASLS protecting against similar risks. Biolife4D shall provide ASLS with an original policy or certificate evidencing such insurance prior to shipment of the Equipment.

6. Ownership of Equipment

The BioAssemblyBot® 400 and accompanying Software along with any tools and devices comprising the BAB Platform as a Service provided to Biolife4D are exclusively owned by ASLS. The BAB includes proprietary software and documentation owned by ASLS, which is hereby licensed to Biol-ife4D under a non-exclusive, non transferable, cancellable license solely for Biolife4D’s own internal use in connection with the use of the BAB and in accordance with the user documentation provided by ASLS. Biolife4D agrees that it shall only use the BAB and Software for research purposes. Biolife4D shall not (a) modify copy, enhance make derivative works of the Software or the BAB, (b) disassemble, decompile, reverse engineer the Software or the BAB or otherwise derive human readable code from the Software, (c) resell the BAB or Software to any third party, or (d) license, sublicense, Agreement, rent, assign, transfer, or otherwise distribute the Software or the BAB. Biolife4D may not copy or modify in whole or in part the Software nor make it available in any form to any third party. ASLS shall have the right to terminate the license to the Software if Biolife4D fails to comply with any term or condition of this Agreement.

7. Risk of Loss.

Biolife4D hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever while it is in its possession. No loss or damage to the Equipment or any part thereof shall impair any obligation of Biolife4D under this Agreement, which shall continue in full force and effect through the term of the Agreement. In the event of loss or damage of any kind whatever to the Equipment, Biolife4D shall, pay to ASLS the replacement cost of the Equipment.

8. Return of Equipment.

Within 10 days upon the expiration or earlier termination of this Agreement (the “Equipment Return Period”), Biolife4D shall return the Equipment to ASLS in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted, by delivering the Equipment at BioLife4D’s cost and expense to such place as ASLS shall specify and pursuant to ASLS’s packing instructions. In the event Biolife4D fails to deliver the Equipment Biollfe4D shall incur a late fee charge in the amount of $100.00 per day that Biolife4D is late delivering the Equipment to ASLS after the Equipment Return Period. Notwithstanding the foregoing, ASLS may elect to retrieve the Equipment and Biolife4D shall be responsible for reimbursing ASLS for all cost associated with retrieving the Equipment, including cost for personnel retrieving the Equipment, travel time and expenses, shipping cost and all other reasonable expenses. Biolife4D agrees to cooperate with ASLS should it elect to retrieve the Equipment.

9. Improvements/Developments.

Title to all inventions and discoveries made solely by Biolife4D resulting from its operation of the BAB and the Software shall be owned by Biolife4D (“New Printing Technology”). Title to any modification or improvement to the BAB, such as a new tool shall be owned by the Biolife4D (“Improvement”). Notwithstanding Biolife4D’s ownership of any Improvement or New Printing Technology, in no way shall such ownership convey or confer ownership of ASLS’ intellectual property rights in and to the BAB or the Software to the Biolife4D. Blolife4D may commercialize and license any New Printing Technology or Improvement without any agreement or compensation to ASLS. However, if a BAB and the Software are necessary to utilize the New Printing Technology or Improvement, the BAB and the Software may only be purchased from ASLS. Notwithstanding any Biolife4D Improvements or New Printing Technologies and any ownership thereto, Biolife4D expressly agrees that ASLS shall in no way be prohibited from developing, using, selling or otherwise exploiting any modification or improvement to the BAB that it originates similar to Biolife4D’s Improvement or New Printing Technologies and with no compensation or remuneration of any kind to Biolife4D provided it does not violate any of Biolife4D’s IP ownership rights.

10. Platinum Support.

During the Term of this Agreement ASLS shall provide Biolife4D with platinum Support at no cost as follows:

(a) Repair or replace all defects in the BAB or Software, including no cost for travel.

(b) Access to ASLS Biology, Engineering and Technical Support via email.

(c) Targeted 4 business hour email response time

(d)Access to ASLS biology, engineering and technical Support via telephone

(e) Access to remote screen sharing and remote diagnostics.

(f) Exclusive access to ASLS collaboration 3D print strategies portal. This portal contains videos and ideas on the latest protocols for 3D printing strategies using the BAB and accompanying Software.

(g) Up to 20 hours of Software Product Design Assistance and 3D printing biology collaboration per year.

(h) Online case tracking tool (Customer Portal).

(i) Annual( onsite maintenance and factory calibration performed by a certified ASLS technician. Includes all travel expenses

ASLS reserves the right to upgrade the Equipment and replace any old Equipment as it deems necessary at no cost to Biolife4D. Biolife4D agrees to provide ASLS with access to the Equipment for maintenance, upgrades and replacement upon reasonable notice from ASLS.

Platinum Support will not apply to defects resulting from misuse, neglig.ence or accident, including, without limitation: operation outside of the environmental specifications for the BAB; use of unauthorized supplies; performance of improper or inadequate maintenance by Biolife4D or any third party; installation of software not supplied by ASLS; any attempt by Biolife4D or its agents or employees to gain access to those areas of the BAB accessible only to authorized service personnel; any attempt by the Biolife4D or its agents or employees to service those aspects of the BAB that may only be serviced by authorized ASLS personnel;,rmproper use or connection to incompatible equipment; modifications to the BAB not authorized by ASLS; and external causes such as, but not limited to, power failure and force majeure. Any repairs or services that are performed by ASLS not covered by Platinum Support shall be billed to Biolife4D at ASLS’s then current hourly rate.

11. Liability

IN NO EVENT SHALL ASLS BE LIABLE TO BIOLIFE4D OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING OUT OF THE OPERATION OF THE BAB, THE MANUFACTURE, AGREEMENT OR SUPPLY OF THE_ BAB OR ITS USE OR DISPOSITION, EVEN IF ASLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

12. Indemnification.

Biolife4D agrees to indemnify, defend and hold ASLS and its parent, subsidiary, or affiliated companies (“Affiliates”), shareholders, directors, officers, employees, agents and assignees harmless from and against any expenses incurred by or claims made against ASLS arising out of any actions of Biolife4D including but not limited to the use of the BAB, or the improper modification to the BAB. actual or alleged breach or violation of any contract, law, rule, regulation, or by-law; breach of any provision of these terms; and acts, errors or omissions of Biolife4D or any of its agents, servants, employees, contractors, partners, shareholders, affiliates or representatives. For purposes of this indemnification, the term “expenses or claims’’ shall mean and include (i) all losses, obligations, expenses (as incurred), actual and consequential damages, taxes and costs reasonably incurred in preparing for, defending or settling any demand, investigation, suit, action, claim, inquiry or proceeding, whether or not a formal Inquiry, proceeding or investigation had been commenced; and (i reasonable accountants’, legal and expert witness fees. Biolife4D shall give ASLS immediate written notice of any demand, investigation, inquiry, action, suit, proceeding or claim. ASLS at its sole option shall have the right to defend at BioLife4D’s expense any such liability or daims in which either ASLS or Biolife4D or both are named as defendants, or reasonably are expected to be named, and ASLS shall not be obligated to mitigate losses. ASLS’s conduct of the defense shall not diminish Biolife4D’s obligation to indemnify ASLS hereunder. This indemnity shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement or any Quote.

13. Choice of Law

Any disputes arising in connection with this Agreement will be governed exclusively by and be construed exclusively in accordance with the internal laws of the Commonwealth of Kentucky, without reference to its conflicts of laws principles. Biolife4D hereby consents and submits to the jurisdiction of the federal and state courts located in Jefferson County, Kentucky and agrees it will not institute an action in any other jurisdiction. The prevailing party in any litigation shall be entitled to be reimbursed for its legal fees and cost from the other party.

14. Notices.

All notices given in connection with this Agreement shall be in writing and transmitted to the addresses provided by the parties by (i) recognized overnight commercial courier with proof of receipt; (ii) certified mail, return receipt requested, postage prepaid; or (iii) email to the email address provided, and will be deemed received upon date sent.

15. Confidential Information.

Both parties agree to hold in strict confidence the terms of this Agreement and all information provided by a party (the “disclosing party”) to the other party (the “receiving party”) in connection with the performance of their respective obligations under this Agreement that is either marked or identified as the confidential information of the disclosing party, or which, by its nature, the receiving party would reasonably deem to be confidential, including the Software, any Improvements, financial information and pricing information (“Confidential Information”), except to the extent that disclosure is required by applicable law. Either party may disclose the terms of this Agreement and/or Confidential Information of a disclosing party to its employees, professional advisors, agents or independent contractors that are providing services for such party, require the knowledge of such terms or Confidential Information, and are subject to applicable confidentiality obligations or non-disclosure agreements. The receiving party agrees not to use any Confidential Information of the disclosing party for any purpose except in the performance of its obligations hereunder or as otherwise permitted

hereunder.

16. Miscellaneous.

(a) Biolife4D shall comply with all applicable laws governing the use of the BAB and the enforceability and performance of this Agreement.

(b) Biolife4D may not assign any interest in this Agreement without the prior written consent of ASLS. Subject to the foregoing, the rights and obligations herein will be binding upon the successors and permitted assigns of both ASLS and Biolife4D. ASLS’s failure to exercise any of its rights will not constitute or be deemed a waiver or forfeiture of any rights hereunder. If any of these provisions are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

(c) No provision of this Agreement shall be waived, amended, modified, superseded, canceled, terminated, renewed or extended except in a written document signed by an authorized representative from both parties hereto. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.