Exhibit
10.35


 


BIOLIFE4D
CORPORATION


2022
INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


 


1.
Purpose


 


This
Incentive and Nonstatutory Stock Option Plan (the “Plan”) is intended to further the growth and financial success of BioLife4D
Corporation, a Delaware corporation (the “Company”) by providing additional incentives to selected employees, directors,
and consultants to the Company or parent corporation or subsidiary corporation of the Company as those terms are defined in Sections
424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”) (such parent corporations and subsidiary
corporations hereinafter collectively referred to as “Affiliates”) so that such employees, directors, and consultants may
acquire or increase their proprietary interest in the Company. Stock options granted under the Plan (hereinafter “Options”)
may be either “Incentive Stock Options,” as defined in Section 422A of the Code and any regulations promulgated under said
Section, or “Nonstatutory Options” at the discretion of the Board of Directors of the Company (the “Board”) and
as reflected in the respective written stock option agreements granted pursuant hereto.


 


2.
Administration


 


The
Plan shall be administered by the Board of Directors of the Company; provided however, that the Board may delegate such administration
to a committee of not fewer than three members (the “Committee”), at least two of whom are members of the Board and all of
whom are disinterested administrators, as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(“Rule 16b-3”); and provided further, that the foregoing requirement for disinterested administrators shall not apply prior
to the date of the first registration of any of the securities of the Company under the Securities Act of 1933, as amended (the “Act”).


 


Subject
to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Incentive Stock Options
in accordance with Section 422A of the Code or Nonstatutory Options; (b) determine in good faith the fair market value of the stock covered
by an Option; (c) determine which eligible persons shall be granted Options and the number of shares to be covered thereby and the term
thereof; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration,
and correct defects, omissions, and inconsistencies in the Plan or any Option; (f) consistent with the Plan and with the consent of the
optionee, as appropriate, amend any outstanding Option or amend the exercise date or dates thereof; (g) determine the duration and purpose
of leaves of absence which may be granted to optionholders without constituting termination of their employment for the purpose of the
Plan; and (h) make all other determinations necessary or advisable for the Plan’s administration. The interpretation and construction
by the Board of any provisions of the Plan or of any Option shall be conclusive and final. No member of the Board or the Committee shall
be liable for any action or determination made in good faith with respect to the Plan or any Option.


 




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3.
Eligibility




 


The
persons who shall be eligible to receive Options shall be employees, directors, or consultants of the Company or any of its Affiliates
(“Optionees”). The term consultant shall mean any person who is engaged by the Company to render services and is compensated
for such services, and any director of the Company whether or not compensated for such services; provided that, if the Company registers
any of its securities pursuant to the Act, the term consultant shall thereafter not include directors who are not compensated for their
services or are paid only a director fee by the Company.


 


(a)
Incentive Stock Options. Incentive Stock Options may only be issued to employees of the Company or its Affiliates. Incentive Stock
Options may be granted to officers, whether or not they are directors, but a director shall not be granted an Incentive Stock Option
unless such director is also an employee of the Company. Payment of a director fee shall not be sufficient to constitute employment by
the Company. Any grant of option to an officer or director of the Company subsequent to the first registration of any of the securities
of the Company under the Act shall comply with the requirements of Rule 16b-3. An optionee may hold more than one Option.


 


The
Company shall not grant an Incentive Stock Option under the Plan to any employee if such grant would result in such employee holding
the right to exercise for the first time in any one calendar year, under all options granted to such employee under the Plan or any other
stock option plan maintained by the Company or any Affiliate, with respect to shares of stock having an aggregate fair market value,
determined as of the date of the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock Option granted
under the Plan exceeds such maximum for any reason other than a failure in good faith to value the stock subject to such option, the
excess portion of such option shall be considered a Nonstatutory Option. If, for any reason, an entire option does not qualify as an
Incentive Stock Option by reason of exceeding such maximum, such option shall be considered a Nonstatutory Option.


 


(b)
Nonstatutory Option. The provisions of the foregoing Section 3(a) shall not apply to any option designated as a “Nonstatutory
Stock Option Agreement” or which sets forth the intention of the parties that the option be a Nonstatutory Option.


 


4.
Stock




 


The
stock subject to Options shall be the shares of the Company’s authorized but unissued or reacquired Common Stock (the “Stock”).


 


(a)
Number of Shares. Subject to adjustment as provided in Section 5(h) of this Plan, the total number of shares of Stock which may
be purchased through exercise of Options granted under this Plan shall not exceed 5,000,000 shares. If any Option shall for any reason
terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available
for the grant of Options with respect thereto under this Plan as though no Option had been granted with respect to such shares.


 




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(b)
Reservation of Shares. The Company shall reserve and keep available at all times during the term of the Plan such number of shares
as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include the registration
of the Plan or Options under the Act, the Company is unable to obtain authority from any applicable regulatory body, which authorization
is deemed necessary by legal counsel for the Company for the lawful issuance of shares hereunder, the Company shall be relieved of any
liability with respect to its failure to issue and sell the shares for which such requisite authority was so deemed necessary unless
and until such authority is obtained.


 


5.
Terms and Conditions of Options


 


Options
granted hereunder shall be evidenced by agreements between the Company and the respective Optionees, in such form and substance as the
Board or Committee shall from time to time approve. Such agreements need not be identical, and in each case may include such provisions
as the Board or Committee may determine, but all such agreements shall be subject to and limited by the following terms and conditions:


 


(a)
Number of Shares. Each Option shall state the number of shares to which it pertains.


 


(b)
Option Price. Each Option shall state the Option Price, which shall be determined as follows:


 


(i)
Any Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section 424(d) of the Code)
stock possessing more than 10% of the total combined voting power of value of all classes of stock of the Company, or of any Affiliate,
(“10% Holder”) shall have an Option Price of no less than 110% of the fair market value of the common stock as of the date
of grant;


 


(ii)
Incentive Stock Options granted to a person who at the time the Option is granted is not a 10% Holder shall have an Option price of no
less than 100% of the fair market value of the common stock as of the date of grant; and


 


(iii)
Nonstatutory Options granted to a person who at the time the Option is granted is not a 10% Holder shall have an Option Price determined
by the Board as of the date of grant.


 


For
the purposes of this Section 5(b), the fair market value shall be as determined by the Board, in good faith, which determination shall
be conclusive and binding; provided however, that if there is a public market for such stock, the fair market value per share shall be
the average of the bid and asked prices on the date of grant of the Option, or if listed on a stock exchange, the closing price on such
exchange on such date of grant.


 




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(c)
Medium and Time of Payment. To the extent permissible by applicable law, the Option price shall be paid, at the discretion of
the Board, at either the time of grant or the time of exercise of the Option (i) in cash or by check, (ii) by delivery of other common
stock of the Company, provided such tendered stock was not acquired directly or indirectly from the Company, or, if acquired from the
Company, has been held by the Optionee for more than six months, or (iii) such other form of legal consideration permitted by federal
and state law as may be acceptable to the Board.


 


(d)
Term and Exercise of Options. Any Option granted to a 10% Holder shall become exercisable over a period of no longer than five
years. Any Option otherwise granted to an Employee of the Company shall become exercisable over a period of no longer than ten years.
No less than 20% of the shares covered by any Option granted shall become exercisable annually and no Option shall be exercisable, in
whole or in part, prior to one year from the date it is granted unless the Board shall specifically determine otherwise, as provided
herein. In no event shall any Option be exercisable after the expiration of ten years from the date it is granted. Unless otherwise specified
by the Board or the Committee in the resolution authorizing such option, the date of grant of an Option shall be deemed to be the date
upon which the Board or the Committee authorizes the granting of such Option.


 


Each
Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide.
During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable
by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments (if more than one) shall
accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated in the option agreement, whether
or not other installments are then exercisable.


 


(e)
Termination of Status as Employee, Director, or Consultant. If Optionee’s status as an employee, director, or consultant
shall terminate for any reason, then the Optionee (or if the Optionee shall die after such termination, but prior to exercise, Optionee’s
personal representative or the person entitled to succeed to the Option) shall have the right to exercise any vested Options, in whole
or in part, at any time after such termination during the remaining term of the Option; provided, however, that the Board may specify
a shorter period for exercise following termination as the Board deems reasonable and appropriate, but not shorter than 12 months in
the event Optionee’s termination was caused by permanent disability within the meaning of Section 22(e)(3) of the Code. The Option
may be exercised only with respect to installments that the Optionee could have exercised at the date of termination of employment. Nothing
contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Company
to terminate the employment of an Optionee with or without cause.


 


(f)
Death of Optionee. If an Optionee dies while employed or engaged as a director or consultant by the Company or an Affiliate, the
portion of such Optionee’s Option or Options which were exercisable at the date of death may be exercised, in whole or in part,
by the estate of the decedent or by a person succeeding to the right to exercise such Option or Options, at any time within the remaining
term of the Option, but only to the extent, that Optionee could have exercised the Option as of the date of Optionee’s death; provided,
in any case, that the Option may be so exercised only to the extent that the Option has not previously been exercised by Optionee.


 




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(g)
Nontransferability of Option. No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.


 


(h)
Recapitalization. Subject to any required action by the shareholders, the number of shares of common stock covered by each outstanding
Option, and the price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of common stock of the Company resulting from a subdivision or consolidation of shares or the payment
of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the
Company.


 


Subject
to any required action by the shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding
Option thereafter shall pertain to and apply to the securities to which a holder of shares of common stock equal to the shares subject
to the Option would have been entitled by reason of such merger or consolidation. A dissolution or liquidation of the Company or a merger
or consolidation in which the Company is not the surviving entity shall cause each outstanding Option to terminate on the effective date
of such dissolution, liquidation, merger, or consolidation. In such event, if the entity which shall be the surviving entity does not
tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option, a stock option or capital
stock of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic
benefit as such unexercised Option, then the Board may grant to such Optionee, but shall not be obligated to do so, the right for a period
commencing 30 days prior to and ending immediately prior to such dissolution, liquidation, merger, or consolidation or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or Options, without regard to the installment provisions
of Section 5(d) of this Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer to substitute
on a consistent basis, and provided further, that any such exercise shall be subject to the consummation of such dissolution, liquidation,
merger, or consolidation.


 


In
the event of a change in the common stock of the Company as presently constituted, which is limited to a change of all of its authorized
shares without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed to
be the common stock within the meaning of this Plan.


 


To
the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided in this Section 5(h), the Optionee
shall have no rights by reason of any subdivision or consolidation of shares of stock or any class or the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of common stock subject
to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation, merger or consolidation,
or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 




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The
grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments, reclassifications,
reorganizations, or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer
all or any part of its business or assets.


 


(i)
Rights as a Shareholder. An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until
the date of the exercise of the Option, including payment and execution of all documents required therefor (the “Exercise Date”).
No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities, or other property) or distributions
or other rights for which the record date is prior to the Exercise Date, except as expressly provided in Section 5(h) hereof.


 


(j)
Modification, Acceleration, Extension, and Renewal of Options. Subject to the terms and conditions and within the limitations
of the Plan, the Board may modify an Option, or once an Option is exercisable, accelerate the rate at which it may be exercised, and
may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore
exercised) and authorize the granting of new Options in substitution for such Options, provided such action is permissible under Section
422A of the Code and state law.


 


Notwithstanding
the foregoing provisions of this Section 5(j), however, no modification of an Option shall, without the consent of the Optionee, alter
to the Optionee’s detriment or impair any rights or obligations under any Option theretofore granted under the Plan.


 


(k)
Investment Intent. Unless and until the issuance and sale of the shares subject to the Plan are registered under the Act, each
Option under the Plan shall provide that the purchases of stock thereunder shall be for investment purposes and not with a view to, or
for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the stock have been registered under
the Act, each Option shall provide that no shares shall be purchased upon the exercise of such Option unless and until (i) any then applicable
requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company
and its counsel, and (ii) if requested to do so by the Company, the person exercising the Option shall (A) give written assurances as
to the knowledge and experience of such person (or a representative employed by such person) in financial and business matters and the
ability of such person (or representative) to evaluate the merits and risks of exercising the Option, and (B) execute and deliver to
the Company a letter of investment intent, all in such form and substance as the Company may require. If shares are issued upon exercise
of an Option without registration under the Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment
restrictions or representations made upon the exercise of such Options.


 




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(l)
Exercise Before Exercise Date. At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee
may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment thereof. Any
shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination of Optionee’s
employment as contemplated by Sections 5I, 5(f), and 5(g) hereof prior to the exercise date stated in the Option and such other restrictions
and conditions as the Board or Committee may deem advisable.


 


(m)
Other Provisions. The Option agreements authorized under this Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued pursuant
to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate, in the opinion of legal
counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable governmental or administrative
agency or body, such as the Act, the Securities Exchange Act of 1934, the rules promulgated under the foregoing or the rules and regulations
of any exchange upon which the shares of the Company are listed.


 


6.
Availability of Information


 


During
the term of the Plan and any additional period during which an Option granted pursuant to the Plan shall be exercisable, the Company
shall make available, not later than 120 days following the close of each of its fiscal years, such financial and other information regarding
the Company as is required by the bylaws of the Company and applicable law to be furnished in an annual report to the shareholders of
the Company.


 


7.
Effectiveness of Plan; Expiration


 


Subject
to approval by the shareholders of the Company, this Plan shall be deemed effective as of the date it is adopted by the Board. The Plan
shall expire on February 3, 2032 but such expiration shall not affect the validity of outstanding Options.


 


8.
Amendment and Termination of the Plan


 


The
Board may, insofar as permitted by law, from time to time, with respect to any shares at the time not subject to Options, suspend or
terminate the Plan or revise or amend it in any respect whatsoever, except that without the approval of the shareholders of the Company,
no such revision or amendment shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Options may
be granted, (iii) materially increase the benefits to Optionees, or (iv) change the class of persons eligible to receive Options under
this Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option outstanding as of the
date thereof without the written consent of the Optionee thereunder. No Option may be granted while the Plan is suspended or after it
is terminated, but the rights and obligations under any Option granted while the Plan is in effect shall not be impaired by suspension
or termination of the Plan.


 




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9.
Indemnification of Board


 


In
addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent allowed by applicable
law, the members of the Board and the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding, or in connection with
any appeal thereof, to which they or any of them may be a party by reason of any action taken, or failure to act, under or in connection
with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such claim, action,
suit or proceeding, except in any case in relation to matters as to which it shall be adjudged in such claim, action, suit or proceeding
that such Board member is liable for negligence or misconduct in the performance of his or her duties; provided that within 60 days after
institution of any such action, suit or Board proceeding the member involved shall offer the Company, in writing, the opportunity, at
its own expense, to handle and defend the same.


 


10.
Application of Funds


 


The
proceeds received by the Company from the sale of common stock pursuant to the exercise of Options will be used for general corporate
purposes.


 


11.
No Obligation to Exercise Option


 


The
granting of an Option shall impose no obligation upon the Optionee to exercise such Option.


 


12.
Notices


 


All
notice, requests, demands, and other communications pursuant to this Plan shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be given, or on the fifth day following the mailing thereof
to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or at the time and date of
transmission by e-mail if such transmission is between the hours of 9:00 a.m. and 5:00 p.m. Pacific time on a business day (“business
hours”) and if not transmitted during business hours, at 9:00 a.m. Pacific time on the next business day following transmission.


 


13.
Definition of “Days”


 


When
used herein, the word “days” refers to calendar days and the phrase “business days” refers to all days other
than Saturdays, Sundays, and legal holidays defined by the IRC, or, if not defined by the IRC, as defined by the State of Delaware.


 


The
foregoing Incentive and Nonstatutory Stock Option Plan was duly adopted and approved by the Board of Directors on February 3, 2022 and
approved by the shareholders of the Company on February 3, 2022.


 


	 	/s/
    Steven Morris
	 	Steven
    Morris, Secretary


 




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BIOLIFE4D
CORPORATION


2022
INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


NOTICE
AND AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the BioLife4D Corporation 2022 Incentive and Nonstatutory Stock Option Plan (the “Plan”)
shall have the same defined meanings in this Incentive Stock Option Agreement (including all Exhibits hereto, the “Option Agreement”).


 


NOTICE
OF INCENTIVE STOCK OPTION GRANT


 


	 	Name
    of Optionee:	 	 
	 	 	 	 
	 	Address:	 	 


 


The
undersigned Optionee has been granted an Option to purchase shares of Common Stock of the Company (the “Option”), subject
to the terms and conditions of the Plan and this Option Agreement, as follows:


 


	 	Date
    of Grant:	 	 
	 	 	 	 
	 	Vesting
    Commencement Date:	 	 
	 	 	 	 
	 	Exercise
    Price Per Share:	 	 
	 	 	 	 
	 	Total
    Number of Options Granted:	 	 
	 	 	 	 
	 	Total
    Exercise Price:	 	 
	 	 	 	 
	 	Term/Expiration
    Date:*	 	 
	 	 	 	 
	 	*Subject
    to earlier termination as set forth in the Option Agreement.





 


Vesting
Schedule:


 


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


 


[One
thirty-sixth of the Shares subject to the Option shall vest each month on the same day of the month as the Vesting Commencement Date
subject to Optionee continuing to be an employee through each such date.]


 


Termination
Period:


 


This
Option shall be exercisable for three months after Optionee ceases to be an employee, unless such termination is due to Optionee’s
death or permanent disability, in which case this Option shall be exercisable for 12 months after Optionee ceases to be an employee.
Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and
this Option may be subject to earlier termination as provided in the Plan.


 




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BIOLIFE4D
CORPORATION


2022
INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


INCENTIVE
STOCK OPTION AGREEMENT


 


THIS
INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of the Date of Grant specified in the Notice of Incentive Stock Option Grant
(the “Grant Notice”), by and between BioLife4D Corporation, a Delaware corporation (“Company”), and the Optionee
name in the Grant Notice, with reference to the following recitals of facts:


 


WHEREAS,
the Board has authorized the granting to Optionee of an incentive stock option (“Option”) to purchase shares of Common Stock
of the Company (the “Shares”) upon the terms and conditions hereinafter stated; and


 


WHEREAS,
the Board and stockholders of the Company have heretofore adopted a 2022 Incentive and Nonstatutory Stock Option Plan (the “Plan”),
pursuant to which this Option is being granted;


 


WHEREAS,
it is the intention of the parties that this Option be an Incentive Stock Option (a “Qualified Stock Option”);


 


NOW,
THEREFORE, in consideration of the covenants herein set forth, the parties hereto agree as follows:


 


1.
Term of Option; Continuation of Employment. This Option shall expire, and all rights hereunder to purchase the Shares shall terminate,
ten years from the date hereof. This Option shall earlier terminate as set forth in Sections 4 and 5 hereof. Nothing contained herein
shall be construed to interfere in any way with the right of the Company to terminate the employment of Optionee or to increase or decrease
the compensation of Optionee from the rate in existence at the date hereof.


 


2.
Vesting of Option. Subject to the provisions of Sections 4 and 5 hereof, this Option shall vest and become exercisable during
the term of Optionee’s employment as set forth in the Grant Notice.


 


3.
Exercise. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time
exercisable, Optionee must take the following actions:


 


(a)
Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and
such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and


 


(b)
Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:


 


(i)
Cash or check made payable to the Company.


 




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(ii)
Should the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
at the time the Option is exercised, then the Exercise Price may also be paid as follows:


 


(1)
In shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or


 


(2)
To the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall
concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased
shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld
by the Company by reason of such exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale (a “cashless exercise transaction”).


 


(iii)
Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company’s Common Stock is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee
may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender
of this Option at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company
shall issue to the Optionee a number of shares of Common Stock computed using the following formula: 


 


	 	X
     	=
    	Y
    (A-B)   A	 






 


	Where
    X =	 	the
    number of shares of Common Stock to be issued to the Optionee
	 	 	 
	Y
    =	 	the
    number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion
    of the Option being canceled (at the date of such calculation)
	 	 	 
	A
    =	 	the
    Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
	 	 	 
	B
    =	 	Exercise
    Price (as adjusted to the date of such calculation)









 


(c)
Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the
applicable requirements of Federal and State securities laws.


 




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(d)
Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all
Federal, State, and local income and employment tax withholding requirements applicable to the Option exercise, if any.


 


(e)
If requested, execute and deliver to the Company a written statement as provided for in Section 10 hereof.


 


4.
Termination of Employment. If Optionee shall cease to serve as an employee of the Company for any reason, whether voluntarily
or involuntarily, Optionee shall have the right, during the remaining term of the Option, to exercise in whole or in part this Option
to the extent, but only to the extent, that this Option was exercisable as of the last day of employment, and had not previously been
exercised; provided, however, that the Board may specify a shorter period for exercise following termination as the Board deems reasonable
and appropriate, but not shorter than six months in the event Optionee’s termination was caused by permanent disability within
the meaning of Section 22(e)(3) of the Code. The Option may be exercised only with respect to installments that the Optionee could have
exercised at the date of termination of employment.


 


Notwithstanding
anything herein to the contrary, all rights under this Option shall expire in any event on the date specified in Section 1 hereof.


 


5.
Death of Optionee. If the Optionee shall die while an employee of the Company, Optionee’s personal representative or the
person entitled to Optionee’s rights hereunder may at any time during the remaining term of this Option, exercise this Option and
purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee’s
death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised
by Optionee.


 


6.
No Rights as Stockholder. Optionee shall have no rights as a stockholder with respect to the Shares covered by any installment
of this Option until the Exercise Date and no adjustment will be made for dividends or other rights for which the record date is prior
to the Exercise Date except as provided in Section 7 hereof.


 


7.
Recapitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by this Option,
and the price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting
from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Company; provided however that the conversion of any convertible securities
of the Company shall not be deemed having been “effected without receipt of consideration by the Company.”


 




    	3



     


    

 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company, this Option shall terminate immediately prior to the consummation
of such proposed action, unless otherwise provided by the Board. The Board may, at its sole and absolute discretion and without obligation,
declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing 30 days
prior to and ending immediately prior to such date, or during the remaining term of this Option, whichever occurs sooner, to exercise
this Option as to all or any part of the Shares, without regard to the installment provision of Section 2; provided, however, that such
exercise shall be subject to the consummation of such dissolution, liquidation, merger, consolidation or sale.


 


Subject
to any required action by the stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option
would have been entitled by reason of such merger or consolidation, and the vesting provisions of Section 2 shall continue to apply.


 


In
the event of a change in the Shares of the Company as presently constituted, which is limited to a change of all of its authorized Shares
without par value into the same number of Shares with a par value, the Shares resulting from any such change shall be deemed to be the
Shares within the meaning of this Agreement.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding, and conclusive. Except as hereinbefore expressly provided, Optionee shall
have no rights by reason of any subdivision or consolidation of share of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class, and the number and price of shares subject to this Option shall
not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, or consolidation, or any issue
by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations,
or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part
of its business or assets.


 


8.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee may recognize income, for
federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of
the date of exercise, exceeds the exercise price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes
will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient
to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition
of the exercise of this Option.


 


9.
Modification, Extension and Renewal of Options. The Board may modify, extend, or renew this Option or accept the surrender thereof
(to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore
exercised), subject at all times to the Plan. Notwithstanding the foregoing provisions of this Section 9, no modification shall, without
the consent of the Optionee, alter to the Optionee’s detriment or impair any rights of Optionee hereunder.


 




    	4



     


    

 


10.
Investment Intent; Restrictions on Transfer. Optionee represents and agrees that if Optionee exercises this Option in whole or
in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any
person or persons entitled to exercise this Option under the provisions of Sections 4 and 5 hereof) shall furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance. The Company, at its option, may include a legend on each
certificate representing Shares issued pursuant to any exercise of this Option, stating in effect that such Shares have not been registered
under the Securities Act of 1933, as amended (the “Act”), and that the transferability thereof is restricted. If the Shares
represented by this Option are registered under the Act, either before or after the exercise of this Option in whole or in part, the
Optionee shall be relieved of the foregoing investment representation (attached as Exhibit A) and agreement and shall not be required
to furnish the Company with the foregoing written statement.


 


Optionee
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably
necessary to verify the accuracy of such information, and further represents that Optionee has either such experience and knowledge in
investment, financial and business matters or has investments similar to the stock of the Company such that Optionee is capable of evaluating
the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith.


 


11.
Notices. All notice, requests, demands, and other communications pursuant to this Plan shall be in writing and shall be deemed
to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the fifth day following
the mailing thereof to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or at
the time and date of transmission by e-mail if such transmission is between the hours of 9:00 a.m. and 5:00 p.m. Pacific time on a business
day (“business hours”) and if not transmitted during business hours, at 9:00 a.m. Pacific time on the next business day following
transmission at the address last provided to the Company by Optionee for his or her employee records.


 


12.
Agreement Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Agreement inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Agreement has been granted, executed,
and delivered in the State of Illinois, and the interpretation and enforcement shall be governed by the laws thereof and subject to the
exclusive jurisdiction of the courts therein.


 




    	5



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.


 


	OPTIONEE	 	BIOLIFE4D
    CORPORATION 
	 	 	a
    Delaware corporation


 


	 	 	 
	Signature	 	By:	Steven
    Morris
	 	 	Its:	CEO


 


		 	 
	Print
    Name	 	 


 


 


		 	 
	Address
    1	 	 


 


		 	 
	Address
    2	 	 


 




    	6



     


    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


BioLife4D
Corporation


318
Half Day Road


Buffalo
Grove, IL 60089


 


 


(1)
              The undersigned hereby elects to purchase
________ shares of the Common Stock of BioLife4D Corporation (the “Company”) pursuant to the terms of the attached Option
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


            
The undersigned hereby elects to purchase ________ shares of the Common Stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 3(b)(iii) of the attached Option, and shall tender payment of all applicable transfer taxes, if any.


 


(2)
Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other
name as is specified below:


________________________


Name


________________________


________________________


Address


 


(3)
The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present
intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment
in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial
and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s
own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Option have not been registered
under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions
of the Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and,
because such securities have not been registered under the Act, they must be held indefinitely unless subsequently registered under the
Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not
be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until the undersigned has held the shares for
the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information
to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the
undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then
in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said
registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that
such registration is not required.


 


	 	 	 
	Date	 	Signature
	 	 	 
		 	Print
    name 


 




    	1



     


    

 


EXHIBIT
A


INVESTMENT
REPRESENTATION STATEMENT


 


	 	OPTIONEE:	 	 	 
	 	 	 	 	 
	 	COMPANY:
    	 	BIOLIFE4D
    CORPORATION	 
	 	 	 	 	 
	 	SECURITY:	 	COMMON
    STOCK	 
	 	 	 	 	 
	 	NO.
    OF SHARES:	 	 	 
	 	 	 	 	 
	 	DATE:	 	 	 


 


In
connection with the above-listed Securities, the undersigned Optionee represents to the Company the following:


 


a.
Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for
Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within
the meaning of the Securities Act of 1933, as amended (the “Act”).


 


b.
Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Act and have not been
registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of
the Securities and Exchange Commission (“SEC”), the statutory basis for such exemption may be unavailable if Optionee’s
representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, for a period of
one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Act or an exemption from such registration is available. Optionee further acknowledges and understands
that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities
shall be imprinted with any legend required under applicable state securities laws.


 


c.
Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering
subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant
of the Option to Optionee, the exercise shall be exempt from registration under the Act. In the event the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 90 days thereafter (or such longer period as
any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable
conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company,
(2) the amount of Securities being sold during any three month period not exceeding specified limitations, (3) the resale being made
in an unsolicited “broker’s transaction,” transactions directly with a “market maker” or “riskless
principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form
144, if applicable.


 




    	1



     


    

 


In
the event that the Company does not qualify under Rule 701 at the time of grant of the option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about
the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144)
for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
Sections (2), (3) and (4) of the paragraph immediately above.


 


d.
Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact
that Rules 144 and 701 are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any other
such registration exemption shall be available in such event.


 


	OPTIONEE	 	 
		 	
	Signature	 	Date
	 	 	 
		 	 
	Print
    Name	 	 


 




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BIOLIFE4D
CORPORATION


2022
INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


NOTICE
AND AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the BioLife4D Corporation 2022 Incentive and Nonstatutory Stock Option Plan (the “Plan”)
shall have the same defined meanings in this Nonstatutory Stock Option Agreement (including all Exhibits hereto, the “Option Agreement”).


 


NOTICE
OF NONSTATUTORY STOCK OPTION GRANT


 


	 	Name
    of Optionee:	 	 
	 	 	 	 
	 	Address:	 	 


 


The
undersigned Optionee has been granted an Option to purchase shares of Common Stock of the Company (the “Option”), subject
to the terms and conditions of the Plan and this Option Agreement, as follows:


 


	 	Date
    of Grant:	 	 
	 	 	 	 
	 	Vesting
    Commencement Date:	 	 
	 	 	 	 
	 	Exercise
    Price Per Share:	 	 
	 	 	 	 
	 	Total
    Number of Options Granted:	 	 
	 	 	 	 
	 	Total
    Exercise Price:	 	 
	 	 	 	 
	 	Term/Expiration
    Date:*	 	 
	 	 	 	 
	 	*Subject
    to earlier termination as set forth in the Option Agreement.	 


 


Vesting
Schedule:


 


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


 


One
hundred percent of the Shares subject to the Option shall vest immediately upon the granting of the Option.


 


Termination
Period:


 


This
Option shall be exercisable for three months after Participant ceases to be an Optionee, unless such termination is due to Optionee’s
death or Permanent Disability, in which case this Option shall be exercisable for 12 months after Optionee ceases to be an Optionee.
Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and
this Option may be subject to earlier termination as provided in the Plan.


 




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BIOLIFE4D
CORPORATION


2022
INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


NONSTATUTORY
STOCK OPTION AGREEMENT


 


THIS
NONSTATUTORY STOCK OPTION AGREEMENT is made and entered into as of the Date of Grant specified in the Notice of Nonstatutory Stock Option
Grant (the “Grant Notice”), by and between BioLife4D Corporation, a Delaware corporation (“Company”), and the
Optionee named in the Grant Notice (referred to herein as the “Optionee”), with reference to the following recitals of facts:


 


WHEREAS,
the Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of Common
Stock of the Company (the “Shares”) upon the terms and conditions hereinafter stated; and


 


WHEREAS,
the Board and stockholders of the Company have heretofore adopted a 2022 Incentive and Nonstatutory Stock Option Plan (the “Plan”),
pursuant to which this Option is being granted;


 


WHEREAS,
it is the intention of the parties that this Option be a Nonstatutory Stock Option;


 


NOW,
THEREFORE, in consideration of the covenants herein set forth, the parties hereto agree as follows:


 


1.
Term of Option; Continuation of Employment or Engagement. This Option shall expire, and all rights hereunder to purchase the Shares
shall terminate, ten years from the date hereof. This Option shall earlier terminate as set forth in Sections 4 and 5 hereof. Nothing
contained herein shall be construed to interfere in any way with the right of the Company to terminate the employment or engagement,
as applicable, of Optionee or to increase or decrease the compensation of Optionee (if any) from the rate in existence at the date hereof.


 


2.
Vesting of Option. Subject to the provisions of Sections 4 and 5 hereof, this Option shall vest and become exercisable during
the term of Optionee’s employment or engagement as set forth in the Grant Notice.


 


3.
Exercise. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time
exercisable, Optionee must take the following actions:


 


(a)
Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and
such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and


 


(b)
Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:


 


(i)
Cash or check made payable to the Company.


 






    	1



     


    

 


(ii)
Should the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
at the time the Option is exercised, then the Exercise Price may also be paid as follows:


 


(1)
In shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or


 


(2)
To the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall
concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased
shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld
by the Company by reason of such exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale (a “cashless exercise transaction”); or


 


(iii)
Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company’s Common Stock is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee
may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender
of this Option at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company
shall issue to the Optionee a number of shares of Common Stock computed using the following formula:


  





	 	X
    	=	Y
    (A-B)	 
	 	 	 	A	 


 


	 Where
    X = 	 	the
    number of shares of Common Stock to be issued to the Optionee
	 	 	 
	Y
    = 	 	the
    number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion
    of the Option being canceled (at the date of such calculation)
	 	 	 
	A
    = 	 	the
    Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
	 	 	 
	B
    = 	 	Exercise
    Price (as adjusted to the date of such calculation)



 


(c)
Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the
applicable requirements of Federal and State securities laws.


 



    	2



     


    




 


(d)
Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all
Federal, State, and local income and employment tax withholding requirements applicable to the Option exercise, if any.


 


(e)
If requested, execute and deliver to the Company a written statement as provided for in Section 10 hereof.


 


4.
Termination of Employment or Engagement. If Optionee shall cease to serve as an employee, director, or consultant of the Company
for any reason, whether voluntarily or involuntarily, Optionee shall have the right, during the remaining term of the Option, to exercise
in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the last day of employment
or engagement, as applicable, and had not previously been exercised; provided, however, that the Board may specify a shorter period for
exercise following termination as the Board deems reasonable and appropriate, but not shorter than six months in the event Optionee’s
termination was caused by permanent disability within the meaning of Section 22(e)(3) of the Code. The Option may be exercised only with
respect to installments that the Optionee could have exercised at the date of termination of employment or engagement.


 


Notwithstanding
anything herein to the contrary, all rights under this Option shall expire in any event on the date specified in Section 1 hereof.


 


5.
Death of Optionee. If the Optionee shall die while an employee, director, or consultant of the Company, Optionee’s personal
representative or the person entitled to Optionee’s rights hereunder may at any time during the remaining term of this Option,
exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of
the date of Optionee’s death; provided, in any case, that this Option may be so exercised only to the extent that this Option has
not previously been exercised by Optionee.


 


6.
No Rights as Stockholder. Optionee shall have no rights as a stockholder with respect to the Shares covered by any installment
of this Option until the Exercise Date and no adjustment will be made for dividends or other rights for which the record date is prior
to the Exercise Date except as provided in Section 7 hereof.


 


7.
Recapitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by this Option,
and the price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting
from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of
such shares affected without receipt of consideration by the Company; provided however that the conversion of any convertible securities
of the Company shall not be deemed having been “effected without receipt of consideration by the Company.”


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company, this Option shall terminate immediately prior to the consummation
of such proposed action, unless otherwise provided by the Board. The Board may, at its sole and absolute discretion and without obligation,
declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing 30 days
prior to and ending immediately prior to such date, or during the remaining term of this Option, whichever occurs sooner, to exercise
this Option as to all or any part of the Shares, without regard to the installment provision of Section 2; provided, however, that such
exercise shall be subject to the consummation of such dissolution, liquidation, merger, consolidation or sale.


 


Subject
to any required action by the stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option
would have been entitled by reason of such merger or consolidation, and the vesting provisions of Section 2 shall continue to apply.


 


In
the event of a change in the Shares of the Company as presently constituted, which is limited to a change of all of its authorized Shares
without par value into the same number of Shares with a par value, the Shares resulting from any such change shall be deemed to be the
Shares within the meaning of this Agreement.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding, and conclusive. Except as hereinbefore expressly provided, Optionee shall
have no rights by reason of any subdivision or consolidation of share of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class, and the number and price of shares subject to this Option shall
not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger or consolidation, or any issue
by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part
of its business or assets.


 


8.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee may recognize income, for
federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of
the date of exercise, exceeds the exercise price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes
will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient
to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition
of the exercise of this Option.


 


9.
Modification, Extension and Renewal of Options. The Board may modify, extend, or renew this Option or accept the surrender thereof
(to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore
exercised), subject at all times to the Plan. Notwithstanding the foregoing provisions of this Section 9, no modification shall, without
the consent of the Optionee, alter to the Optionee’s detriment or impair any rights of Optionee hereunder.


 




    	3



     


    

 


 


10.
Investment Intent; Restrictions on Transfer. Optionee represents and agrees that if Optionee exercises this Option in whole or
in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any
person or persons entitled to exercise this Option under the provisions of Sections 4 and 5 hereof) shall furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance. The Company, at its option, may include a legend on each
certificate representing Shares issued pursuant to any exercise of this Option, stating in effect that such Shares have not been registered
under the Securities Act of 1933, as amended (the “Act”), and that the transferability thereof is restricted. If the Shares
represented by this Option are registered under the Act, either before or after the exercise of this Option in whole or in part, the
Optionee shall be relieved of the foregoing investment representation (attached as Exhibit A) and agreement and shall not be required
to furnish the Company with the foregoing written statement.


 


Optionee
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably
necessary to verify the accuracy of such information, and further represents that Optionee has either such experience and knowledge in
investment, financial and business matters or has investments similar to the stock of the Company such that Optionee is capable of evaluating
the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith.


 


11.
Notices. All notice, requests, demands, and other communications pursuant to this Plan shall be in writing and shall be deemed
to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the fifth day following
the mailing thereof to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or at
the time and date of transmission by e-mail if such transmission is between the hours of 9:00 a.m. and 5:00 p.m. Pacific time on a business
day (“business hours”) and if not transmitted during business hours, at 9:00 a.m. Pacific time on the next business day following
transmission at the address last provided to the Company by Optionee for his or her employee records.


 


12.
Agreement Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Agreement inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Agreement has been granted, executed,
and delivered in the State of Illinois, and the interpretation and enforcement shall be governed by the laws thereof and subject to the
exclusive jurisdiction of the courts therein.


 



    	4



     


    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.


 


	OPTIONEE	 	BIOLIFE4D
    CORPORATION
	 	 	a
    Delaware corporation


 


	 	 	 	 
	Signature	 	By:
    	Steven
    Morris
	 	 	Its:	CEO
		 	 	 
	Print
    Name	 	 	 
	 	 	 	 
		 	 	 
	Address
    1	 	 	 
	 	 	 	 
		 	 	 
	Address
    2	 	 	 


 




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Appendix
A


 


NOTICE
OF EXERCISE


 


BioLife4D
Corporation


318
Half Day Road


Buffalo
Grove, IL 60089


 


 


(1)
    ☐           The undersigned hereby elects to
purchase ________ shares of the Common Stock of BioLife4D Corporation (the “Company”) pursuant to the terms of the attached
Option and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


           ☐          
The undersigned hereby elects to purchase ________ shares of the Common Stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 3(b)(iii) of the attached Option, and shall tender payment of all applicable transfer taxes, if any.


 


(2)
Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other
name as is specified below:


________________________


Name


________________________


________________________


Address


 


(3)
The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present
intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment
in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial
and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s
own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Option have not been registered
under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions
of the Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and,
because such securities have not been registered under the Act, they must be held indefinitely unless subsequently registered under the
Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not
be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until the undersigned has held the shares for
the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information
to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the
undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then
in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said
registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that
such registration is not required.


 


		 	 
	Date 	 	Signature
	 	 	 
	 	 	Print
    name


 




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EXHIBIT
A


 


INVESTMENT
REPRESENTATION STATEMENT


 


	 	OPTIONEE:	 	 	 
	 	 	 	 	 
	 	COMPANY:
    	 	BIOLIFE4D
    CORPORATION	 
	 	 	 	 	 
	 	SECURITY:	 	COMMON
    STOCK	 
	 	 	 	 	 
	 	NO.
    OF SHARES:	 	 	 
	 	 	 	 	 
	 	DATE:	 	 	 


 


In
connection with the above-listed Securities, the undersigned Optionee represents to the Company the following:


 


a.
Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for
Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within
the meaning of the Securities Act of 1933, as amended (the “Act”).


 


b.
Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Act and have not been
registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of
the Securities and Exchange Commission (“SEC”), the statutory basis for such exemption may be unavailable if Optionee’s
representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, for a period of
one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Act or an exemption from such registration is available. Optionee further acknowledges and understands
that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities
shall be imprinted with any legend required under applicable state securities laws.


 




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c.
Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering
subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant
of the Option to Optionee, the exercise shall be exempt from registration under the Act. In the event the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 90 days thereafter (or such longer period as
any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable
conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company,
(2) the amount of Securities being sold during any three month period not exceeding specified limitations, (3) the resale being made
in an unsolicited “broker’s transaction,” transactions directly with a “market maker” or “riskless
principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form
144, if applicable.


 


In
the event that the Company does not qualify under Rule 701 at the time of grant of the option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about
the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144)
for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
Sections (2), (3) and (4) of the paragraph immediately above.


 


d.
Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact
that Rules 144 and 701 are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any other
such registration exemption shall be available in such event.


 


	OPTIONEE	 	 
		 	
	Signature	 	Date
		 	 
	Print
    Name	 	 


 




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