Exhibit
10.2


 


AMENDMENT
TO ADVISORY BOARD AGREEMENT


 


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”).


 


WHEREAS,
the Company and Advisor are parties
to that certain
Advisory Board Agreement, dated May 30, 2017 (the “Agreement”)
(all capitalized terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Agreement); and


 


WHEREAS,
the Company and Advisor desire to amend
certain provisions of the Agreement as set forth in this Amendment.


 


NOW,
THEREFORE, in consideration of the provisions and undertakings set forth herein,
and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Advisor, intending to be legally bound, hereby agree as
follows:


 


	1.	Amendment
    to Agreement. The Agreement is hereby amended as follows:
    Exhibit A
    to the Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached hereto.
	 	 
	2.	Acknowledgments.
    The Company and Advisor hereby acknowledge and agree as follows:


 


	 	a.	The
    Company has paid all compensation due to Advisor pursuant to the Agreement for any and all services provided by Advisor to the Company
    prior to January 1, 2022;
    and
	 	b.	as
    of January 1, 2022,
    Advisor owns (i) 2,500 shares of non-voting common stock of the Company,
    and (ii) options to purchase 10,000
    shares of non-voting common stock of the Company.


 


	3.	Force
    and Effect of Agreement. Except as expressly modified hereby, the Agreement and all exhibits thereto are in all respects ratified
    and confirmed, and
    all of the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall be effective upon
    execution and delivery by each of the parties as of the Effective Date. From and after the Effective
    Date, any reference to the Agreement,
    as the case may be, shall be deemed
    a reference to the Agreement as amended hereby.
	 	 
	4.	Governing
    Law. This Amendment will be governed by Illinois law without regards to its conflict of laws provisions.
	 	 
	5.	Counterparts.
    This Amendment may be executed in one or more counterparts, including facsimile or electronic counterparts, each of which shall
    be deemed to be an original copy of this Amendment,
    and all of which,
    when taken together,
    shall be deemed to constitute one
    and the same agreement. Counterparts may be delivered via facsimile,
    electronic mail (including PDF,
    .tiff 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.]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto
have executed this Amendment by affixing their signatures where indicated below.


 


	COMPANY:	 	ADVISOR:
	 	 	 
	BIOLIFE4D
    CORPORATION	 	 
	 	 	 	 
	By:
    	/s/
    Steven Morris	 	/s/
    Sean Palacek
	Name:
    	Steven
    Morris	 	Sean
    Palacek
	Its
    	Chief
    Executive Officer	 	 


 


[Signature
Page to Amendment to Advisory Board Agreement]


 




    	 



    	 



    

 


Exhibit
A


 


“Services”:


 


Effective
as of January 1, 2022, “Services”
shall include as follows:


 


	 	A.	Participate
    in a regularly scheduled bi-weekly remote Zoom call for one hour per call.
	 	B.	Be
    reasonably accessible to the Company via phone and/or Zoom to provide guidance on overall strategy, laboratory setup and development,
    research strategy and techniques, research development and implementation, current lab operations and research, and other issues
    on an as needed basis.


 


“Compensation”:


 


Effective
as of January 1, 2022, “Compensation” shall be as follows:


 


The
Company shall pay Advisor: (a) $900 per month during the Term. All compensation shall be payable at the end of each month during the
Term.