Exhibit 10.11


 





	 	U.S.
                                         Small Business Administration


Note








 





	SBA
    Loan #	53452071-02
	SBA
    Loan Name	LONGEVERON
    LLC
	Date	4/16/2020
	Loan
    Amount	300390.00
	Interest
    Rate	1.00%
    FIXED
	Borrower	LONGEVERON
    LLC
	Operating
    Company	N/A
	Lender	Synovus
    Bank


 


	1.	PROMISE
TO PAY:



 


In
return for the Loan, Borrower promises to pay to the order of Lender the amount of Three Hundred Thousand Three Hundred Ninety
and 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.


 


	2.	DEFINITIONS:



  


“Collateral”
means any property taken as security for payment of this Note or any guarantee of this Note.


 


“Guarantor” means each
person or entity that signs a guarantee of payment of this Note.


 


“Loan”
means the loan evidenced by this Note.


 


“Loan
Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.


 


“SBA”
means the Small Business Administration, an Agency of the United States of America.


 












    Page 1/6


     


    




 


		3.	PAYMENT
                                         TERMS:



 


Borrower
must make all payments at the place Lender designates. The payment terms for this Note are:


 


 


	 	
        This loan is made pursuant to the Paycheck Protection Program as part of the Coronavirus Aid, Relief, and Economic Security Act.

         

        The
term of this loan will be twenty-four (24) months, with the first six (6) months of principal and interest payments being deferred,
with interest accruing, then converting to monthly principal and interest payments, amortized over eighteen (18) months, at the
interest rate provided herein, for the remaining eighteen (18) months. Lender will apply each payment first to pay interest accrued
to the day Lender received the payment, then to bring principal current, and will apply any remaining balance to reduce principal.
Payments must be made on the same day as the date of this Note in the months they are due. Lender shall adjust payments at least
annually as needed to amortize principal over the remaining term of the Note.

         

        All
remaining unpaid principal and accrued interest is due and payable twenty-four (24) months from the date of the Note.

         

        The
interest rate will be fixed at 1.00% for the life of the loan. Interest will accrue on an Actual/365 day basis. Interest shall
accrue from the date hereof on the unpaid principal balance and shall continue to accrue until this Note is paid in full.

         

        Late
Charge: To the extent permitted, if a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of
up to 5% of the unpaid portion of the regularly scheduled payment.

        






   












    Page 2/6


     


    

 


		4.	DEFAULT:



 


Borrower
is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:


 


		A.	Fails
                                         to do anything required by this Note and other Loan Documents;



 


		B.	Defaults
                                         on any other loan with Lender;



 


		C.	Does
                                         not preserve, or account to Lender’s satisfaction for, any of the Collateral or
                                         its proceeds;



 


		D.	Does
                                         not disclose, or anyone acting on their behalf does not disclose, any material fact to
                                         Lender or SBA;



 


		E.	Makes,
                                         or anyone acting on their behalf makes, a materially false or misleading representation
                                         to Lender or SBA;



 


		F.	Defaults
                                         on any loan or agreement with another creditor, if Lender believes the default may materially
                                         affect Borrower’s ability to pay this Note;



 


		G.	Fails
                                         to pay any taxes when due;



 


		H.	Becomes
                                         the subject of a proceeding under any bankruptcy or insolvency law;



 


		I.	Has
                                         a receiver or liquidator appointed for any part of their business or property;



 


		J.	Makes
                                         an assignment for the benefit of creditors;



 


		K.	Has
                                         any adverse change in financial condition or business operation that Lender believes
                                         may materially affect Borrower’s ability to pay this Note;



 


		L.	Reorganizes,
                                         merges, consolidates, or otherwise changes ownership or business structure without Lender’s
                                         prior written consent; or



 


		M.	Becomes
                                         the subject of a civil or criminal action that Lender believes may materially affect
                                         Borrower’s ability to pay this Note.



 


		5.	LENDER’S
                                         RIGHTS IF THERE IS A DEFAULT:



 


Without
notice or demand and without giving up any of its rights, Lender may:


 


		A.	Require
                                         immediate payment of all amounts owing under this Note;



 


		B.	Collect
                                         all amounts owing from any Borrower or Guarantor;



 


		C.	File
                                         suit and obtain judgment;



 


		D.	Take
                                         possession of any Collateral; or



 


		E.	Sell,
                                         lease, or otherwise dispose of, any Collateral at public or private sale, with or without
                                         advertisement.



 


		6.	LENDER’S
                                         GENERAL POWERS:



 


Without
notice and without Borrower’s consent, Lender may:


 


		A.	Bid
                                         on or buy the Collateral at its sale or the sale of another lienholder, at any price
                                         it chooses;



 


		B.	Incur
                                         expenses to collect amounts due under this Note, enforce the terms of this Note or any
                                         other Loan Document, and preserve or dispose of the Collateral. Among other things, the
                                         expenses may include payments for property taxes, prior liens, insurance, appraisals,
                                         environmental remediation costs, and reasonable attorney’s fees and costs. If Lender
                                         incurs such expenses, it may demand immediate repayment from Borrower or add the expenses
                                         to the principal balance;



 


		C.	Release
                                         anyone obligated to pay this Note;



 


		D.	Compromise,
                                         release, renew, extend or substitute any of the Collateral; and



 


		E.	Take
                                         any action necessary to protect the Collateral or collect amounts owing on this Note.



 












    Page 3/6


     


    

 


		7.	WHEN
                                         FEDERAL LAW APPLIES:



 


When
SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may
use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By
using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to
this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA,
or preempt federal law.


 


		8.	SUCCESSORS
                                         AND ASSIGNS:



 


Under
this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.


 


		9.	GENERAL
                                         PROVISIONS:



 


		A.	All
                                         individuals and entities signing this Note are jointly and severally liable.



 


		B.	Borrower
                                         waives all suretyship defenses.



 


		C.	Borrower
                                         must sign all documents necessary at any time to comply with the Loan Documents and to
                                         enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.



 


		D.	Lender
                                         may exercise any of its rights separately or together, as many times and in any order
                                         it chooses. Lender may delay or forgo enforcing any of its rights without giving up any
                                         of them.



 


		E.	Borrower
                                         may not use an oral statement of Lender or SBA to contradict or alter the written terms
                                         of this Note.



 


		F.	If
                                         any part of this Note is unenforceable, all other parts remain in effect.



 


		G.	To
                                         the extent allowed by law, Borrower waives all demands and notices in connection with
                                         this Note, including presentment, demand, protest, and notice of dishonor. Borrower also
                                         waives any defenses based upon any claim that Lender did not obtain any guarantee; did
                                         not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did
                                         not obtain the fair market value of Collateral at a sale.



 












    Page 4/6


     


    

 


		10.	STATE-SPECIFIC
                                         PROVISIONS:



  


	 	
        If
Borrower is a resident of Georgia, the following language applies:

         

        The
undersigned Borrower hereby waives the right to require the Holder of this obligation to confirm any foreclosure sale as a condition
for taking action to collect on this Note.

        



 











    Page 5/6


     


    




 


		11.	BORROWER’S
                                         NAME(S) AND SIGNATURE(S):



 


By
signing below, each individual or entity becomes obligated under this Note as Borrower.


  


	 	 	 	 	 
	 	 	LONGEVERON LLC	 
	 	 	 	 	 
	 	 	By:	/s/
    James Clavijo	 
	 	 	 	James
Clavijo 

                                                                                      

        As
        Authorized Signer
	 
	 	 	 	 	 


  






    Page 6/6


     


    

 


	 	This Statement of Policy is Posted


 


In Accordance
with Regulations of the


 


Small
Business Administration


 


This
Organization Practices


 


Equal
Employment Opportunity

	 









 


We
do not discriminate on the ground of race, color, religion, sex, age, disability or national origin in the hiring, retention,
or promotion of employees; nor in determining their rank, or the compensation or fringe benefits paid them.


 


This
Organization Practices


 


Equal
Treatment of Clients


 


We
do not discriminate on the basis of race, color, religion, sex, marital status, disability, age or national origin in services
or accommodations offered or provided to our employees, clients or guests.


 


These
policies and this notice comply with regulations


of
the United States Government.


 


Please
report violations of this policy to :


  


	 	Administrator
	 	 
	 	Small Business Administration
	 	 
	 	Washington, D.C. 20416






  


In
order for the public and your employees to know their rights under 13 C.F.R Parts 112, 113, and 117, Small Business Administration
Regulations, and to conform with the directions of the Administrator of SBA, this poster must be displayed where it is clearly
visible to employees, applicants for employment, and the public.


 


Failure
to display the poster as required in accordance with SBA Regulations may be considered evidence of noncompliance and subject you
to the penalties contained in those Regulations.


 



     


     


    

 


	 	Esta
Declaración De Principios Se Publica De

                            

                           Acuerdo
                           Con Los Reglamentos De La

                            

                           Agencia
Federal Para el Desarrollo de la Pequen:a Empresa

	 



  


Esta
Organizacion Practica


 


lgualOportunidad
De Empleo


 


No
discriminamos por razón de raza, color, religión, sexo, edad, discapacidad o nacionalidad en el empleo, retención
o ascenso de personal ni en la determinación de sus posiciones, salarios o beneficios marginales.


 


Esta
Organizacion Practica


 


Igualdad
En El Trato A Su Clientela


 


No
discriminamos por razón de raza, color, religión, sexo, estado civil, edad, discapacidad o nacionalidad en los servicios
o facilidades provistos para nuestros empleados, clientes o visitantes.


 


Estos
principios y este aviso cumplen con los reglamentos del Gobierno


de
los Estados Unidos de América.


 


Favor
de informar violaciones a lo aquí indicado a:


 





	 	Administrador
	 	 
	 	Agencia Federal Para el Desarrollo de la Pequeña Empresa
	 	 
	 	Washington, D.C. 20416


  


A
fin de que el público y sus empleados conozcan sus derechos según lo expresado en las Secciones 112 , 113 y 117
del Codigo de Regulaciaones Federales No. 13, de los Reglamentos de la Agenc.ia Federal Para el Desarrollo de la Pequen:a Empresa
y de acuerdo con las instrucciones del Administrador de dicha agencia, esta notificación debe fijarse en un lugar claramente
visible para los empleados, solicitantes de empleo y público en general. No fijar esta notificación según
lo requerido por los reglamentos de la Agencia Federal Para el Desarrollo de la Pequen:a Empresa, puede ser interpretado como
evidencia de falta de cumplimiento de los mismos y conllevará la ejecución de los castigos impuestos en estos reglamentos.


 


 


 


 












     


     


    




 


 


 


Upon
signing and submitting this loan agreement, a deposit in the amount of $300390.00will be made into your Synovus account
for LONGEVERON LLCwithin one to two business days. This amount will represent 100% of your loan proceeds for your loan
53452071-02under the Paycheck Protection Program. As you are aware, no fees have been charged to you in connection
with this loan, and these loan proceeds are to be used by you in accordance with the Paycheck Protection Program.


 


Please
let us know if there is anything additional we can do for you. We’re here to help.


 


For
assistance, call 1-888-SYNOVUS and say “SBA” to speak with a specialist.


 






     


     


    

 





 





	Certificate
    Of Completion	 	 
	Envelope
    Id: 0A17E42F98AC4A68AD9B88093D19BED7
 Subject: Please Complete Your Synovus Loan Package	Status:
    Completed
	Source
    Envelope:	 	 
	Document
    Pages: 9	Signatures:
    1	Envelope
    Originator:
	Certificate
    Pages: 4	Initials:
    0	Christina
    McLaughlin
	AutoNav:
                                         Enabled


EnvelopeId
Stamping: Enabled


Time
Zone: (UTC-05:00) Eastern Time (US & Canada)


	1111
                                         Bay Ave

        Columbus,
        GA 31901 

christinamclaughlin@synovus.com

        IP
        Address: 136.147.46.8

	 	 
	Record
    Tracking	 	 
	Status:
    Original	Holder:
    Christina McLaughlin	Location:
    DocuSign
	            4/16/2020
    6:36:31 PM	             christinamclaughlin@synovus.com	 
	 	 	



 




	Signer
    Events	Signature	Timestamp
	James
    Clavijo	/s/ James
Clavijo	Sent:
    4/16/2020 6:38:42 PM 
 
	jclavijo@longeveron.com	 	Viewed: 4/16/2020
    6:39:26 PM
	Security
    Level: Email, Account Authentication (None)	
	Signed:
    4/16/2020 6:40:25 PM
	 	Signature
Adoption: Pre-selected Style

Using IP Address: 192.31.135.1	 
	Electronic
                                         Record and Signature Disclosure:

        Accepted:
        4/16/2020 6:39:26 PM

        ID:
        82fffe12-d987-4c87-8d53-3c9b35fa538c








 


	In
    Person Signer Events	Signature	Timestamp
	 	 	 
	Editor
    Delivery Events	Status	Timestamp
	 	 	 
	Agent
    Delivery Events	Status	Timestamp
	 	 	 
	Intermediary
    Delivery Events	Status	Timestamp
	 	 	 
	Certified
    Delivery Events	Status	Timestamp
	 	 	 
	Carbon
    Copy Events	Status	Timestamp
	 	 	 
	Witness
    Events	Signature	Timestamp
	 	 	 
	Notary
    Events	Signature	Timestamp
	 	 	 
	Envelope
    Summary Events	Status	Timestamps
	Envelope
    Sent	Hashed/Encrypted	4/16/2020
    6:38:42 PM
	Certified
    Delivered	Security
    Checked	4/16/2020
    6:39:27 PM
	Signing
    Complete	Security
    Checked	4/16/2020
    6:40:25 PM
	Completed	Security
    Checked	4/16/2020
    6:40:25 PM
	Payment
    Events	Status	Timestamps
	Electronic
    Record and Signature Disclosure





 






     


     


    

 


Electronic
Record and Signature Disclosure created on: 4/7/2020 2:20:57 PM


Parties agreed to: James Clavijo


 


ELECTRONIC
RECORD AND SIGNATURE DISCLOSURE


 


From
time to time, Synovus Financial Corp. (Main) (we, us or Company) may be required by law to provide to you certain written notices
or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically
through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information
electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement
by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’
within the DocuSign system.


 


Getting
paper copies


 


At
any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will
have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing
session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30
days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents
from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following
the procedure described below.


 


Withdrawing
your consent


 


If
you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter
you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive
future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described
below.


 


Consequences
of changing your mind


 


If
you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain
steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures
to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices
or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically
from us or to sign electronically documents from us.


 






     


     


    

 


All
notices and disclosures will be sent to you electronically








 


Unless
you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign
system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided
or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving
any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the
same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see
the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.


 


How
to contact Synovus Financial Corp. (Main):


 


You
may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain
information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:


 


To
contact us by email send messages to: info@synovus.com


 


To
advise Synovus Financial Corp. (Main) of your new email address


 


To
let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send
an email message to us at info@synovus.com and in the body of such request you must state: your previous email address, your new
email address. We do not require any other information from you to change your email address.


 


If
you created a DocuSign account, you may update it with your new email address through your account preferences.


 


To
request paper copies from Synovus Financial Corp. (Main)


 


To
request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must
send us an email to info@synovus.com and in the body of such request you must state your email address, full name, mailing address,
and telephone number. We will bill you for any fees at that time, if any.


 






     


     


    

 


To
withdraw your consent with Synovus Financial Corp. (Main)


 


To
inform us that you no longer wish to receive future notices and disclosures in electronic format you may:








 


		i.	decline
to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw
your consent, or you may;



 


		ii.	send
us an email to info@synovus.com and in the body of such request you must state your email, full name, mailing address, and telephone
number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process..



 


Required
hardware and software


 


The
minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here:
https://support.docusign.com/guides/signer-guide- signing-system-requirements.


 


Acknowledging
your access and consent to receive and sign documents electronically


 


To
confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures
that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically
save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you
will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic
records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.


 


By
selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:


 


		●	You
                                         can access and read this Electronic Record and Signature Disclosure; and



 


		●	You
                                         can print on paper this Electronic Record and Signature Disclosure, or save or send this
                                         Electronic Record and Disclosure to a location where you can print it, for future reference
                                         and access; and



 


		●	Until
                                         or unless you notify Synovus Financial Corp. (Main) as described above, you consent to
                                         receive exclusively through electronic means all notices, disclosures, authorizations,
                                         acknowledgements, and other documents that are required to be provided or made available
                                         to you by Synovus Financial Corp. (Main) during the course of your relationship with
                                         Synovus Financial Corp. (Main).