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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/03/22 BioLife4D Corp. S-1 50:6.2M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 869K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 26K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 105K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 74K 5: EX-10.1 Material Contract HTML 42K 14: EX-10.10 Material Contract HTML 25K 15: EX-10.11 Material Contract HTML 42K 16: EX-10.12 Material Contract HTML 42K 17: EX-10.13 Material Contract HTML 179K 18: EX-10.14 Material Contract HTML 20K 19: EX-10.15 Material Contract HTML 20K 20: EX-10.16 Material Contract HTML 20K 21: EX-10.17 Material Contract HTML 73K 22: EX-10.18 Material Contract HTML 15K 23: EX-10.19 Material Contract HTML 43K 6: EX-10.2 Material Contract HTML 26K 24: EX-10.20 Material Contract HTML 55K 25: EX-10.21 Material Contract HTML 15K 26: EX-10.22 Material Contract HTML 53K 27: EX-10.23 Material Contract HTML 14K 28: EX-10.24 Material Contract HTML 54K 29: EX-10.25 Material Contract HTML 14K 30: EX-10.26 Material Contract HTML 14K 31: EX-10.27 Material Contract HTML 75K 32: EX-10.28 Material Contract HTML 15K 33: EX-10.29 Material Contract HTML 43K 7: EX-10.3 Material Contract HTML 43K 34: EX-10.30 Material Contract HTML 100K 35: EX-10.31 Material Contract HTML 43K 36: EX-10.32 Material Contract HTML 93K 37: EX-10.33 Material Contract HTML 81K 38: EX-10.34 Material Contract HTML 32K 39: EX-10.35 Material Contract HTML 81K 40: EX-10.36 Material Contract HTML 137K 41: EX-10.37 Material Contract HTML 87K 42: EX-10.38 Material Contract HTML 36K 43: EX-10.39 Material Contract HTML 59K 8: EX-10.4 Material Contract HTML 24K 44: EX-10.40 Material Contract HTML 51K 45: EX-10.41 Material Contract HTML 57K 46: EX-10.42 Material Contract HTML 19K 9: EX-10.5 Material Contract HTML 42K 10: EX-10.6 Material Contract HTML 23K 11: EX-10.7 Material Contract HTML 41K 12: EX-10.8 Material Contract HTML 23K 13: EX-10.9 Material Contract HTML 55K 47: EX-14.1 Code of Ethics HTML 52K 48: EX-23.1 Consent of Expert or Counsel HTML 13K 50: EX-FILING FEES Filing Fees HTML 23K 49: EX-99.1 Miscellaneous Exhibit HTML 56K
Exhibit 10.42
AGREEMENT
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”).
WHEREAS, the Company has become indebted to Fifth Third Bank National Association (the “Bank”) pursuant to a loan made by the Bank to the Company in the original principal amount of $1,000,000 (the “Loan”);
WHEREAS, as a condition to the Bank’s agreement to make the Loan to the Company, the Trust has provided cash collateral to secure the Loan in the amount of $1,000,000 (the “Collateral”); and
WHEREAS, in consideration of the Trust providing the Collateral to the Bank in connection with the Loan, the Company has agreed to reimburse the Trust for all interest, costs, expenses and other amounts incurred by the Trust in connection with the Loan and the provision of the Collateral.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Trust hereby agree as follows:
1. Reimbursement. In the event that the Trust incurs any interest, costs, expenses and other amounts in connection with the Loan (the “Trust Costs”), the Company shall, within five days following written request from the Trust, reimburse the Trust for any and all Trust Costs. The Trust shall provide the Company with reasonable documentation evidencing all such Trust Costs.
2. Authority. The Company has the full authority to execute, deliver, and perform under this Agreement and this Agreement constitutes the legal, valid, and binding obligation of the Company.
3. Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.
4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature page follows.]
C:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| BIOLIFE4D - SM TRUST | BIOLIFE4D CORPORATION | |||
| By: | /s/ Steven R. Morris | By: | /s/ Steven R. Morris | |
| Name: Steven R. Morris | Name: Steven R. Morris | |||
| Title: Trustee | Title: CEO | |||
[Signature Page to Agreement]
C:
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/3/22 | DRS, DRS/A | ||
| 5/18/22 | ||||
| List all Filings | ||||