Exhibit
10.47


 


BUSINESS
LOAN AGREEMENT


 


	Borrower:	Biolife4d
    Corporation

    250
    Parkway Drive, Suite 150

    Lincolnshire,
    IL 60069
	Lender:	Fifth
    Third Bank, National Association a federally chartered institution

    222
    South Riverside Plaza Chicago, IL 60606




 


THIS
BUSINESS LOAN AGREEMENT dated December 6, 2022, is made and executed between Biolife4d Corporation
(“Borrower”) and Fifth Third Bank, National Association (“Lender”) on the
following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan
or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement.
Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender
is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing,
or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment
and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions
of this Agreement.


 


TERM.
This Agreement shall be effective as of December 6, 2022, and shall continue in full force and effect until such time as all of Borrower’s
Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees
and charges, or until such time as the parties may agree in writing to terminate this Agreement.


 


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related
Documents.


 


Loan
Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting
to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests;
(4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan;
all in form and substance satisfactory to Lender and Lender’s counsel.


 


Borrower’s
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing
the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 


Payment
of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as
specified in this Agreement or any Related Document.


 


Representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct.


 


No
Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this
Agreement or under any Related Document.


 


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in all other states in which
Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower
is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and
authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower
maintains an office at 250 Parkway Drive, Suite 150, Lincolnshire, IL 60069. Unless Borrower has designated otherwise in writing, the
principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower
will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name.
Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Borrower’s business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used
by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does
business: None.


 


Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by
all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision
of (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower
or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties.


 


Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial
condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent
to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered
will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.


 





Classification:
Internal Use




 




    	 



    	 



    

 


Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title
to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has
not used or filed a financing statement under any other name for at least the last five (5) years.


 


Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period
of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release
or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge
of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any
prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating
to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and
any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including
without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections
and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections
or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to create
any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained
herein are based on Borrowers due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby
(1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup
or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses,
liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this
section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of
a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify
and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall
not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition
or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes.
To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed,
have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to
be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements,
or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing
repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests
and rights in and to such Collateral.


 


Binding
Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as
well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition,
and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower
or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial
Records. Maintain its books and records in accordance with GAAP, or an OCBOA acceptable to Lender, applied on a consistent basis,
and permit Lender to examine and audit Borrower’s books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with the following:


 


Additional
Requirements. Within 15 days of the request of Lender, Borrower shall provide to Lender, for any given tax year, all filed federal,
state and local tax returns and all other financial statements as Lender may reasonably request.


 


All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, or an OCBOA acceptable to Lender,
applied on a consistent basis, and certified by Borrower as being true and correct.


 


Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to
Borrowers properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request
of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including
stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each
insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any
act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is
offered a security interest for the Loans, Borrower will provide Lender with such lenders loss payable or other endorsements as Lender
may require.


 


Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender
may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and
the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more
often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value
or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 


Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and
any other party and notify Lender immediately in writing of any default in connection with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by
Lender in writing.


 


Classification:
Internal Use


 




    	 



    	 



    

 


Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s
properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge,
levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower
shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien,
or claim in accordance with GAAP or an OCBOA acceptable to Lender.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,
and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default
in connection with any agreement.


 


Operations.
Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and
management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs
in a reasonable and prudent manner.


 


Environmental
Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as
may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined
as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting
any property or any facility owned, leased or used by Borrower.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral,
including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior
to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may
require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.


 


Inspection.
Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s
other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated
records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request
of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies
of any records it may request, all at Borrower’s expense.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist,
as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity
is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;
shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien,
citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional
action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment
and/or other natural resources.


 


Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests.


 


Costs.
In addition to any costs, expenses or fees for which Borrower has agreed to pay to Lender under the Attorneys’ Fees; Expenses
section of this Agreement, Borrower shall reimburse Lender for any and all fees, costs and expenses including, without limitation, reasonable
attorneys’ fees, and paralegal fees incurred in connection with litigation, mediation, arbitration, other alternate dispute processes,
administrative proceedings and appeals of all of the same, other professionals’ fees, appraisal fees, environmental assessment
fees (including Phase I and Phase II assessments), field exam audits, expert fees, court costs, litigation, documentary stamp taxes,
if any, intangible taxes, if any, and other expenses (collectively, the “Costs”) incurred or paid by Lender or any of its
officers, employees or agents in connection with: (a) the preparation, negotiation, procurement, review, administration or enforcement
of this Agreement and the Related Documents or any instrument, agreement, document, policy, consent, waiver, subordination, release of
lien, termination statement, satisfaction of mortgage, financing statement or other lien search, recording or filing related thereto
(or any amendment, modification or extension to, or any replacement or substitution for, any of the foregoing), whether or not any particular
portion of the transactions contemplated during such negotiations is ultimately consummated, and (b) the defense, preservation and protection
of Lender’s rights and remedies thereunder, including without limitation, its security interest in the Collateral or any other
property pledged to secure the Loans, whether incurred in bankruptcy, insolvency, foreclosure or other litigation or proceedings or otherwise.
The Costs shall be due and payable upon demand by Lender. If Borrower fails to pay the Costs when upon such demand, Lender is entitled
to disburse such sums as Indebtedness. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the highest rate
set forth in this Agreement and the Related Documents. This provision shall survive the termination of this Agreement and the Related
Documents and/or the repayment of any amounts due or the performance of any Indebtedness.


 


Depository/Banking
Services. Lender shall be the principal depository in which substantially all of Borrower’s funds are deposited, and the principal
bank of account of Borrower, as long as any Indebtedness are outstanding, and Borrower shall grant Lender the first and last opportunity
to provide any corporate banking services required by Borrower and its affiliates.


 


RECOVERY
OF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation, guideline, or generally accepted accounting
principle, or the interpretation or application of any thereof by any court, administrative or governmental authority, or standard-setting
organization (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except
federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations
which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender’s capital
as a consequence of Lender’s obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees
to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender’s written demand for
such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail
of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.


 


Classification:
Internal Use


 




    	 



    	 



    

 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,
Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity.


 


NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement,
create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease,
grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse
any of Borrower’s accounts receivable, except to Lender.


 


Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2)
cease operations, liquidate, merge or restructure as a legal entity (whether by division or otherwise), consolidate with or acquire any
other entity, change its name, convert to another type of entity or redomesticate, dissolve or transfer or sell Collateral out of the
ordinary course of business, or


 


(3)
pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing,
but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is
a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends
on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated
income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of
a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase or retire any of Borrower’s
outstanding shares or alter or amend Borrower’s capital structure.


 


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase,
create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.


 


Agreements.
Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations
under this Agreement or in connection herewith.


 


CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under
the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B)
Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is
adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of
any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower or any Granter defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of
a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Classification:
Internal Use


 




    	 



    	 



    

 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Change
in Ownership. Any change in ownership of forty percent (40%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Loan is impaired.


 


Right
to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case
may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default
within ten (10) days; or


 


(2)
if the cure requires more than ten (10) days, immediately initiate steps which Lender deems in Lender’s sole discretion to be sufficient
to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon
as reasonably practical.


 


Right
to Cure Definition. For purposes of the Right to Cure provision in this Agreement, “default on Indebtedness” means a
default on payment of the Indebtedness, whether such payment is required under this Agreement or any other Related Document.


 


EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,
all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately
will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described
in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its
rights and remedies.


 


AMENDED
AND RESTATED AGREEMENT. This Agreement amends and restates in its entirety that certain Business Loan Agreement dated as of May
18, 2022 between Borrower and Lender, as amended from time to time.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection
services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.


 


Consent
to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other
matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation
interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of
such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of
such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender
or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce
Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower
further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of Illinois without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Illinois.


 


Choice
of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Cook
County, State of Illinois.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or
of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Classification:
Internal Use


 




    	 



    	 



    

 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class. certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes,
Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided or required by law,
if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.


 


Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible. the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including
without limitation any representation, warranty or covenant, the word “Borrower’’ as used in this Agreement shall include
all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement
be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall
bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall
not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written
consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender
under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such
representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall
be continuing in nature, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid in
full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.


 


Assignment.
Borrower agrees that Lender may assign some or all of its rights and remedies described in related documents without notice to, or
prior consent from, the Borrower.


 


Prepayments.
Borrower shall not voluntarily prepay any indebtedness owing by Borrower prior to the stated maturity date thereof other than (i)
the Indebtedness and (ii) indebtedness to trade creditors where the prepayment shall result in a discount on the amount due.


 


Transactions
with Affiliates. Borrower shall not (a) directly or indirectly issue any guarantee for the benefit of any of its Affiliates, (b)
directly or indirectly make any loans or advances to, or investments in, any of its Affiliates, (c) enter into any transaction with any
of its Affiliates, other than transactions entered into in the ordinary course of business upon fair and commercially reasonable terms
determined by Lender to be no less favorable to Borrower than could be obtained in a comparable arms-length transaction with an unaffiliated
person, or (d) divert (or permit anyone to divert) any of its business opportunities to any Affiliate or any other corporate or business
entity in which Borrower or its equity holders holds a direct or indirect interest.


 


Definition
of Affiliate. “Affiliate” means, as to Borrower, any person or entity which, directly or indirectly, is in control of,
is controlled by or is under common control with, Borrower.


 


Definitions
for Right of Setoff “Debt” and “Indebtedness”. For purposes of any Right of Setoff provision in this Agreement
or any Related Document, the terms “debt” and “indebtedness” contained in such Right Setoff provision shall mean
“Indebtedness”.


 


Definition
for “Rate Management Obligations”. The words “Rate Management Obligations” mean any and all obligations of
Borrower to Lender or any affiliate of Fifth Third Bancorp, whether absolute, contingent or otherwise and howsoever and whensoever (whether
now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefore), under or in connection with (i) any and all Rate Management Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Management Agreement.


 


Definition
for “Rate Management Agreement”. The words “Rate Management Agreement” mean any agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices, including,
without limitation, any transaction, device, agreement or arrangement (i) that is or is the functional equivalent of a rate swap transaction,
swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index
option. bond option. interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap,
credit default option, total return swap, credit spread transaction. repurchase transaction, reverse repurchase transaction, buy/sell-back
transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other
financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction
that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into
in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future,
option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities
or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries
are to be made, or any combination of these transactions, which transactions may be evidenced by an ISDA Master Agreement between Borrower
and Lender or any affiliate of Fifth Third Bancorp, and any schedules, confirmations and documents and other confirming evidence between
the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified
or supplemented from time to time.


 


Classification:
Internal Use


 




    	 



    	 



    

 


“Business
Day” for LIBOR and Rate Management. Notwithstanding any other definition provided herein, the words “Business Day”
mean: (i) a day on which commercial banks in New York, New York or Cincinnati, Ohio are required by law to be open for business; (ii)
with respect to all notices and determinations in connection with a LIBOR Rate (for Loans in which the Index or interest rate structure
of a Note references a LIBOR rate), any day (other than a Saturday or Sunday) on which commercial banks are open in London, England,
New York, New York, and Cincinnati, Ohio for dealings in deposits in the London Interbank Market; and (iii) notwithstanding anything
to the contrary herein, at any time during which a Rate Management Agreement with Lender is then in effect with respect to all or a portion
of a Note, then the definitions of “Business Day” and “Banking Day”, as applicable, pursuant to such Rate Management
Agreement shall govern with respect to all applicable notices and determinations in connection with such portion of the Note subject
to such Rate Management Agreement. Periods of days referred to in this Agreement will be counted in calendar days unless Business Days
are expressly prescribed.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms
not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words
and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of this Agreement:


 


Advance.
The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf
on a line of credit or multiple advance basis under the terms and conditions of this Agreement.


 


Agreement.
The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from
time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Borrower.
The word “Borrower’’ means Biolife4d Corporation and includes all co-signers and co-makers signing the Note and
all their successors and assigns.


 


Collateral.
The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security
interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract,
or otherwise.


 


Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub.


 


L.
No. 99-499 (“SARA”), the Hazardous Materials Transportation A<;t, 49 U.S.C. Section 1801, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant
thereto.


 


Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.


 


GAAP.
The word “GAAP” means generally accepted accounting principles.


 


Granter.
The word “Grantor’’ means each and all of the persons or entities granting a Security Interest in any Collateral
for the Loan, including without limitation all Borrowers granting such a Security Interest.


 


Guarantor.
The word “Guarantor’’ means any guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part
of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word “Indebtedness” means any and all debts, liabilities and obligations of any nature or form owed by Borrower to
Lender, its affiliates or both and any and all indebtedness owed by Granter to Lender, its affiliates or both, including, but not limited
to, the following: (i) any indebtedness evidenced by the Note or Related Documents, including all principal and interest together with
all other indebtedness and costs and expenses for which Borrower or Granter, whether jointly or severally, are responsible under this
Agreement or under any of the Related Documents; (ii) all other obligations, debts and liabilities of Granter and Borrower, whether jointly
or severally, to Lender or an affiliate of Lender, or any one or more of them, as well as all claims by Lender or any affiliate of Lender,
against Granter or Borrower, or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to this
Agreement or the Related Documents, whether voluntary or otherwise, whether due or not due, direct or indirect, absolute or contingent,
liquidated or unliquidated and whether Granter or Borrower may be liable individually or jointly with others, whether obligated as a
guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by
any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become unenforceable; and (iii)
any and all Rate Management Obligations.


 


Lender.
The word “Lender’’ means Fifth Third Bank, National Association, its successors and assigns.


 


Loan.
The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described
on any exhibit or schedule attached to this Agreement from time to time.


Note.
The word “Note” means that certain Promissory Note dated December 6, 2022, in the original principal amount of
$500,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations
of, and substitutions for the Promissory Note.


 


OCBOA.
The term “OCBOA” means Other Comprehensive Basis of Accounting, as designated by Lender in writing as an acceptable alternative
to GAAP.


 


Permitted
Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender;
(2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet
delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower
in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under
the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of
this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the
aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.


 


Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.


 


Security
Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating
a Security Interest.


 


Security
Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present and
future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge,
chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt,
lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever
whether created by law, contract, or otherwise.


 


Classification:
Internal Use


 




    	 



    	 



    

 


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
IS DATED DECEMBER 6, 2022.


 


	 BIOLFIFE4D CORPORATION	 
	 	 	 
	By: 	/s/
    Steven R. Morris	 
	 	Steven
    R. Morris, Chief Executive Officer of Biolife4d Corporation	 
	 	 	 
	LENDER:	 
	 	 
	FIFTH THIRD BANK, NATIONAL ASSOCIATION	 
	 	 	 
	By:     	 	 
	Authorized Signer	 


 


Classification:
Internal Use