Exhibit
10.29


 


EMPLOYMENT
AGREEMENT


 


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”).


 


WITNESSETH,
that in consideration of the mutual promises set forth in this Agreement, the parties hereby agree as follows:


 


EMPLOYMENT
SERVICES


 


	1.	Employment.
The Company shall employ Executive, and Executive accepts employment with the Company, beginning on the Effective Date and continuing
until terminated pursuant to Section 4 below (the “Term”). Executive acknowledges Illinois is an at-will State and this Agreement
constitutes an at-will employment.
	 	 
	2.	Position
    and Duties. Executive shall serve as President and shall serve at the direction of the Company’s Chief Executive Officer,
    Steven Morris (“CEO”). Executive shall: (a) provide guidance and direction of overall financing strategy, marketing and
    investor relations, product placement and market penetration, develop corporate messaging, identifying critical stakeholders, building
    strategic partnerships, and expanding marketplace position; (b) help secure necessary funding for short-term ongoing operations and
    long-term funding needs; (c) promote awareness and the image of BIOLIFE4D; (d) report directly to the CEO and the Company’s
    board of directors (“the Board”); (e) perform such duties and responsibilities as are reasonably requested by the CEO
    or the Board, and consistent with duties and responsibilities associated with such position of similar industry executives in the
    position; and (f) at all times, devote substantially all of Executive’s working time, attention, energies, efforts and skills
    to the business and affairs of the Company. Executive shall not engage in any other business activities for compensation. Executive
    may, however, engage in charitable, civic and fraternal activities that do not interfere with Executive’s obligations to the
    Company, but Executive shall not work on behalf of or for any other for-profit business during the Term of this Agreement. Executive
    shall work from a location approved by the CEO and shall conduct all Company business on a Company computer and in accordance with
    the Company’s data security policies, as implemented and updated from time to time. Executive represents and warrants to the
    Company that Executive is available to provide services to the Company, and that Executive has no prior or other commitments or obligations
    of any kind at this juncture. Executive further represents and warrants to the Company that Executive employment with the Company
    in the capacity described above will not violate any contract, agreement, law, regulation or court order applicable to Executive
    or by which Executive is bound.


 


	3.
    	Compensation.


 


	 	(a)	The
    Company agrees to pay Executive a monthly gross salary of $10,000 during the Term.
	 	 	 
	 	(b)	During
    the Term Executive shall be eligible to participate in Company sponsored benefit programs, e.g., health insurance and retirement
    programs, on a basis at least the same as offered to other Company executives.
	 	 	 
	 	(c)	The
Company shall reimburse Executive for all reasonable costs and expenses incurred by Executive in performing the services, including travel
and other business expenses, subject to Company’s requirements with respect to reporting and documentation of such expenses.


 


	4.
    	Termination
    of Employment.


 


	 	(a)	If
    Executive wishes to terminate this Agreement and her employment for any reason during the Term of this Agreement, Executive shall
    give the Company two weeks’ prior written notice of termination.


 




    	 



     


    

 


	 	(b)
    	If
    Company wishes to terminate this Agreement during the Term for any reason with or without Cause, Company shall give Executive two
    weeks’ prior written notice of termination.
	 	 	 
	 	(c)	This
    Agreement will terminate immediately without any notice upon Executive’s death or following Executive’s Disability. For
    the purposes of this Agreement, “Disability” of Executive will be deemed to have occurred whenever Executive has suffered
    physical or mental illness, injury or infirmity, and such illness, injury or infirmity prevents Executive from performing, with reasonable
    accommodation, Executive’s essential job functions under this Agreement for a period of (i) sixty consecutive calendar days
    or (ii) an aggregate of ninety days in any 12-month period, as reasonably determined by a physician chosen by the Company. If death
    or Disability shall occur during the Term, all compensation due Executive shall be payable to Executive or her designated heir(s).


 


	5.
    	Confidentiality
    and Ownership.


 


	 	(a)	Executive
    recognizes and acknowledges that Company possesses certain Confidential Information that constitutes a valuable, special, and unique
    asset. As used herein, the term “Confidential Information” includes all information and materials belonging to, used
    by, or in the possession of Company regarding the terms of this Agreement or the Company’s operations, products, processes,
    services, technology, inventions, potential patents, ideas, contracts, financial information, developments, research, business strategies,
    pricing, current and prospective customers, marketing plans, employees, contractors, vendors, licensors, and trade secrets of every
    kind and character, but shall not include (a) information that was already within the public domain at the time the information is
    acquired by Executive, or (b) information that subsequently becomes public through no act or omission of the Executive. Executive
    agrees that all of the Confidential Information is and shall continue to be the exclusive property of Company, whether or not prepared
    in whole or in part by Executive and whether or not disclosed to or entrusted to Executive’s custody. Executive agrees that
    Executive shall not, at any time following the execution of this Agreement, use or disclose in any manner any Confidential Information
    of Company.


 




    	 



     


    

 


	 	(b)	Executive
    acknowledges that all right, title and interest in and to all past, present and future (i) inventions, business applications, innovations,
    methods, designs, ideas or improvements related, directly or indirectly, to the business of Company or any client of Company and
    (ii) copyrights, patents, trademarks and trade names which Executive develops or creates, in whole or in part, at any time and at
    any place, during her employment with Company and related to or useable in connection with the business activities of Company or
    any client of Company (all items set forth in (i) and (ii) above are hereafter collectively referred to as the “Inventions
    and Innovations”) are “works made for hire” and shall be and remain forever the sole and exclusive property of
    Company. Executive will promptly reveal all information relating to the Inventions and Innovations to the CEO and to cooperate with
    Company and execute such documents as may be necessary to seek copyright, patent or trademark protection in connection therewith,
    at Company expense. In accordance with Section 3 of the Illinois Employee Patent Act, Illinois Public Act 83-493, Executive has been
    advised that this subsection (b) of this Agreement regarding ownership of Inventions and Innovations does not apply to, and Executive
    shall not be required to assign to Company, any Inventions and Innovations for which no equipment, supplies, facility, or trade secret
    information of Company was used and that was developed exclusively and entirely on Executive’s own time unless: (A) the Inventions
    and Innovations relate (i) to the business of Company, or (ii) to Company’s demonstrably anticipated research or development;
    or (B) the Inventions and Innovations result from or relate to any work performed by Executive for Company.


 


	 	(c)	In
    the event Executive is requested or required (whether by subpoena, oral deposition, interrogatories, request for production of documents,
    administrative order or otherwise) to disclose any Confidential Information or the fact that Confidential Information has been made
    available to Executive, Executive will provide Company with prompt notice of such request or requirement, so that Company may seek,
    at its expense, an appropriate protective order, or so that Company may waive compliance with the terms of this Agreement. In the
    absence of such protective order or waiver, Executive may disclose only that portion of the Confidential Information as is legally
    required to be disclosed.
	 	 	 
	 	(d)	Executive
    agrees that no license is granted to Executive in or to any potential patent, copyright, trademark, tradename or any other intellectual
    property or rights of Company included in the Confidential Information. Company is making no representation or warranty that the
    Confidential Information does not infringe on any patent, copyright, trademark, tradename or any other intellectual property right
    of third parties.


 




    	 



     


    

 


	6.
    	Noncompetition.


 


In
consideration of the mutual promises contained in this Agreement between the Company and Executive, including, without limitation, those
involving Confidential Information and customer goodwill, and in order to protect the Company’s Confidential Information and to
reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competition of
the Company, Executive agrees, during the Term and for an additional period of one year immediately following termination of this Agreement
(the “Noncompetition Term”), she will not, without the prior written consent of the Company, which consent shall not be unreasonably
withheld, directly or indirectly, individually or in the form of any business entity, own, manage, engage in, operate, control, work
for, be employed by, consult with, render services for, do competitive business with or participate in the management, operation or control
of, any business, whether in corporate, limited liability company, proprietorship or partnership form or otherwise, engaged in the business
of the Company. This includes non-solicitation of customers and non-solicitation of employees.


 


	7.
    	Assignment.


 


Neither
party may assign this Agreement or the rights or obligations hereunder without the written consent of the other party; provided, however,
the Company may assign its rights to any person that acquires the Company or substantially of its assets or operations related to this
Agreement.


 


	8.
    	Indemnification.


 


(a)
Executive shall indemnify and hold harmless the Company and its officers, directors, shareholders, employees, agents and representatives
for any and all third party liabilities, losses, damages, claims and expenses of any kind (each, a “Third Party Claim”),
including cost and reasonable attorneys’ fees properly incurred by the Company in connection with any such Third Party Claim, to
the extent arising out of Executive’s material breach of this Agreement, gross negligence, or misconduct or noncompliance with
any applicable law.


 


(b)
The Company shall indemnify, defend and hold harmless Executive and her heirs and successors from and against any Third Party Claim,
including payment of Executive’s costs and attorneys’ fees incurred in connection therewith, to the extent arising out of
her employment with the Company except to the extent arising out of Executive’s material breach of this Agreement, gross negligence,
or misconduct or noncompliance with any applicable law. The obligations of this paragraph shall survive the termination of this Agreement.


 


	9.	Governing
    Law.


 


This
Agreement shall be construed and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law rules.


 


	10.	Non-Waiver.


 


The
failure of either party to enforce at any time any of the provisions or terms of this Agreement shall not be construed to be a waiver
of such provision or term, nor of the right of either party to later enforce such term or provision.


 


	11.	Severability.


 


In
the event that any provision of this Agreement is held to be unenforceable, the remaining provisions will nevertheless continue to be
valid and enforceable.


 


	12.	Entire
    Agreement.


 


This
Agreement may be amended at any time by mutual agreement of Executive and the Company without additional consideration, provided that
before any amendment shall become effective, it shall be reduced to writing and signed by the Company and Executive.


 






    	 



     


    

 


	13.	Withholding
    Taxes.


 


The
Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local withholding
taxes or employment taxes imposed with respect to Executive’s compensation or other payments from the Company or Executive’s
ownership interest in the Company including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options
and/or the receipt or vesting of restricted equity.


 


	14.	Counterparts.


 


This
Agreement may be executed in counterparts (including by means of facsimile or electronic portable document format (PDF)), each of which
shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.


 


	15.	Dispute
    Resolution.


 


Any
unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or
(ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy
or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement
can be reached within 30 days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”),
then by one arbitrator having reasonable experience in transactions of the type provided for in this Agreement and who is chosen by the
AAA. The arbitration shall take place in Chicago, Illinois, United States, in accordance with the AAA rules then in effect, and judgment
upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Notwithstanding
anything in the AAA rules then in effect to the contrary, there shall be full and complete discovery conducted under, and in accordance
with, the Federal Rules of Civil Procedure prior to the arbitration hearing, including, without limitation, as follows (a) exchange of
witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions
of all party witnesses; and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions
shall be conducted in accordance with the Federal Rules of Civil Procedure, the arbitrator shall be required to provide in writing to
the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting
the official transcript of such proceedings. The prevailing party in any legal action relating to any dispute or question of interpretation
relating to this Agreement shall be entitled to reimbursement of all reasonable legal fees paid or incurred by the non-prevailing party
in such dispute or question of interpretation relating to this Agreement. Notwithstanding the foregoing, Company shall have the right
at all times to seek such remedies through any courts having proper jurisdiction, at law or in equity, in order to protect the Confidential
Information, including, without limitation, obtaining injunctive relief, as set forth in Section 16 below.


 


	16.	Remedy
    for Breach.


 


The
parties hereto agree that, in the event of breach or threatened breach of Sections 5 or 6 of this Agreement by Executive, the damage
or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy
at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to seek injunctive
relief against Executive in the event of any breach or threatened breach of any of such provisions by Executive, in addition to any other
relief (including damages) available to the Company under this Agreement or under law.


 




    	 



     


    

 


	17.	Notice


 


Any
notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon e-mail (with confirmed
receipt), or personal delivery or one business day after being sent by recognized overnight courier service to the party to be notified
at the address indicated below, or at such other address as such party may designate by 10 days’ prior written notice to the other
parties:


 


If
to Company:


 


Biolife4D
- SM Trust c/o Steven Morris 5237 Hilltop Road


Long
Grove, Illinois 60047


E-mail:
smorris@biolife4d.com


 


with
a copy to:


 


Horwood
Marcus & Berk Chartered 500 W. Madison Street


Suite
3700


Chicago,
IL 60661


Attention:
Jeffrey A. Hechtman


E-mail:
jhechtma@hmblaw.com


 


If
to Executive:


 


Kate
Lewis PO Box 5084


Buffalo
Grove, IL 60089


Email:
kate@nottinghamassociates.net


 






    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.


 


	Company:
    	 	Executive:
	 	 	 	 	 
	By:	/s/
    Steven Morris	 	By:	/s/
    Kate Lewis
	Name: 
    	Steven
    Morris	 	Name: 
    	Kate
    Lewis
	Title:
    	CEO