Exhibit
10.11


 


AMENDMENT
NO. 1 TO


GLOBAL
BIOLIFE, INC.


STOCKHOLDERS’
AGREEMENT


 


THIS
AMENDMENT NO. 1 (this “Amendment”), dated as of this 22nd day of May, 2018, amending that certain
stockholders’ Agreement, dated April 26, 2017 (the “Stockholders’ Agreement), is entered into by and among Global
BioLife, Inc. a Nevada corporation (the “Company”) and Global BioMedical, Inc. Holista Colltech Limited, and GRDG
Sciences, LLC (each a “Stockholder” and collectively, the “Stockholders”).


 


WHEREAS,
the Company and the Stockholders wish to amend and supplement certain sections of the Stockholders’ Agreement;


 


NOW,
THEREFORE, on the basis of the mutual covenants and agreements made herein, which are expressly deemed to constitute adequate and
sufficient consideration in all respects, the parties hereto hereby agree as follows:


 


	 	1.	Sale
    of Additional Shares of the Company. No additional shares of the Company’s common stock or other securities of the company
    shall be issued without the unanimous consent of the Stockholders.
	 	 	 
	 	2.	Sale
    of Additional Shares of any Subsidiary. Effective as of the date hereof, no wholly-owned subsidiary of the Company may sell its
    shares of common stock or other securities in such a manner as to dilute the indirect ownership of any of the stockholders in a specific
    project of the Company without the unanimous consent of all Stockholders; provided, however that such term shall not alter the present
    ownership of any subsidiary existing as of the date hereof, including but not limited to the current ownership of BioLife Sugar Inc.
    and Sweet Sense Inc. No designee of the Company or any subsidiary thereof who shall serve on the Board of Sweet Sense Inc. or other
    operational entity to be created at a date in the future shall approve the sale of any securities by Sweet Sense Inc. or other operational
    entity to be created at a date in the future without the unanimous consent of the Stockholders.
	 	 	 
	 	3.	Distributions
    of Profits of the Company. Any profits of the Company that may be distributed to the Stockholders shall be distributed on a pro
    rata basis, with each Stockholder to receive a percentage of such profits equal to their ownership percentage in the Company. Any
    income received by the Company for the licensing or sale of any patent or project or for the sale of any Subsidiary or division of
    the Company shall be distributed to Stockholders as soon as reasonably and prudently possible, with only such necessary funds retained
    by the Company (i) as may be agreed by the unanimous consent of the Stockholders; (ii) as required to be withheld by applicable law
    or regulation, or at the advice of the Company’s counsel or auditors; (iii) as may be required to pay any taxes or government
    imposed fees owed by the Company or any subsidiary thereof; (iv) as may be required to re-pay any debt or obligation incurred by
    the Company, including any loans from Stockholders which have been authorized by the unanimous consent of the Company’s Board;
    (v) as may be required to pay any reasonable administrative expenses of the Company; and (vi) in connection with amounts expended
    to promote or complete the sale or licensing of any project or patent of the Company, or sale of any subsidiary or division of the
    Company, including any percentage of income, revenue or other consideration to be paid to Destum Partners, or any similar commission
    to be paid to any attorney, broker, investment banker, financial adviser, consultant or similar individual or entity for their services.
    The parties hereto acknowledge and agree that the amounts described in items (i) through (iv) above must be paid, disbursed or retained
    by the Company as described above prior to any pro rata distribution of profits.


 


Initials
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Amendment
No. 1 to Global BioLife, Inc. Stockholders Agreement


 


	 	4.	Funding
    of Subsidiaries. No designee of the Company or any subsidiary thereof who shall serve on the Board of Sweet Sense Inc. or other
    operational entity to be created at a date in the future shall approve the expenditure of any funds by Sweet Sense Inc. or other
    operational entity to be created at a date in the future without the consent of the Company’s Board, or to approve any sale
    of all or a significant portion of such entity without the Consent of the Board.
	 	 	 
	 	5.	Communications
    and Binding Agreements. No commitment of the Company to take any action or actions that would require the approval of the Company’s
    board shall be deemed approved by the Company until agreed in writing by the Company’s Board; future actions by the Company
    shall be memorialized in writing and not verbally. No discussion between individual members of the Board or Stockholders shall be
    deemed to be binding commitments of the Board until approved by the Board.
	 	 	 
	 	6.	Release
    and Waiver. The parties hereto herby agree to permanently release and waive, on behalf of themselves and their affiliates and
    successors in interest, to the fullest extent possible under applicable law, any known or unknown claims and causes of action that
    they may have against the Company (which for this Section 6 shall include its subsidiaries) or any Stockholder (which for this Section
    6 shall include any corporate parent or subsidiary thereof), or any stockholder, director, officer, employee, legal counsel, auditor
    or other affiliate of the aforementioned, through the date hereof. The parties hereto explicitly acknowledge that this release and
    waiver is in no way to be deemed to be construed as an admission of current or former wrongdoing, misconduct or negligence
    of any kind or nature by any party hereto or any party covered hereby.
	 	 	 
	 	7.	Non-Disparagement.
    The parties hereto hereby agree to not publicly disparage the Company (which for this Section 7 shall include its subsidiaries)
    or any Stockholder (which for this Section 7 shall include any corporate parent or subsidiary thereof), or any stockholder, director,
    officer, employee, legal counsel, auditor or other affiliate of the aforementioned to any media outlet or in any public forum, provided,
    however, that the forgoing shall not limit the ability of any Stockholder to make any statement required by court order, law or government
    regulation, or to make any report to any corporate board or stockholders meeting thereof, or to any stock exchange or similar regulatory
    body on which it is listed or applying for listing, or to make any report in any earnings release, corporate registration statement,
    proxy statement, annual report or, to the extend required by any stock exchange or similar regulatory body, in a required or standard
    press release regarding its plans or operations. 
	 	 	 
	 	8.	No
    Other Modifications. Except as specifically set forth herein, all terms and conditions of the stockholders’ Agreement shall
    remain unchanged and in full force and effect. 


 


Initials
__/__/__


 




    	 



     


    

 


Amendment
No. 1 to Global BioLife, Inc. Stockholders Agreement


 


	 	9.	Successors
    and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
    executors, administrators, personal representatives, successors, and assigns.
	 	 	 
	 	10.	No
    Strict Construction. The parties hereto jointly participated in the negotiation and drafting of this Amendment. The language
    used in this Amendment shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent,
    this Amendment shall be construed as if drafted jointly by the parties hereto and no rule of strict construction shall be applied
    against any party hereto.
	 	 	 
	 	11.	Governing
    Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to
    conflicts of laws principles thereof.
	 	 	 
	 	12.	Counterparts.
    This Amendment may be executed in any number of counterparts (including by fax or any other means of electronic transmission
    each of which shall be an original for all purposes), and all of which taken together shall constitute one and the same instrument


 


[Signature
Pages Follow]


 


Initials
__/__/__


 




    	 



     


    

 


AMENDMENT
NO. 1 TO GLOBAL BIOLIFE, INC. STOCKHOLDERS AGREEMENT


 


INWITNESS
WHEREOF, the parties hereto have executed this Amendment No. 1 to the Stockholders’ Agreement as of the date first set forth
above.


 


	COMPANY:	 
	 	 	 
	 	GLOBAL
    BIOLIFE, INC	 
	 	A
    NEVADA CORPORATION	 
	 	 	 	 
	 	By		
	 	Name:		 
	 	Title:		 
	 	 	 	 
	STOCKHOLDERS:	 
	 	 	 
	 	GLOBAL
    BIOLIFE, INC	 
	 	A
    NEVADA CORPORATION	 
	 	 	 	 
	 	By		 
	 	Name:		 
	 	Title:		 
	 	 	 	 
	 	HOLISTA
    COLLTECH LIMITED, 	 
	 	AN
    AUSTRALIAN LIMITED COMPANY	 
	 	 	 
	 	By		 
	 	Name:	RAJEN
    M	 
	 	Title:	CEO	 
	 	 	 	 
	 	GRDG
    SCIENCES, LLC 	 
	 	A
    FLORIDA LIMITED LIABILITY COMPANY	 
	 	 	 
	 	By		
	 	Name:	DARYL
    THOMPSON	 
	 	Title:	DIRECTOR	 


 




    	 



     


    

 


AMENDMENT
NO. 1 TO


GLOBAL
BIOLIFE, INC.


STOCKHOLDERS’
AGREEMENT


 


THIS
AMENDMENT NO. 1 (this “Amendment”), dated as of this 22nd day of May, 2018, amending that certain
stockholders’ Agreement, dated April 26, 2017 (the “Stockholders’ Agreement), is entered into by and among Global
BioLife, Inc. a Nevada corporation (the “Company”) and Global BioMedical, Inc. Holista Colltech Limited, and GRDG
Sciences, LLC (each a “Stockholder” and collectively, the “Stockholders”).


 


WHEREAS,
the Company and the Stockholders wish to amend and supplement certain sections of the Stockholders’ Agreement;


 


NOW,
THEREFORE, on the basis of the mutual covenants and agreements made herein, which are expressly deemed to constitute adequate and
sufficient consideration in all respects, the parties hereto hereby agree as follows:


 


	 	1.	Sale
    of Additional Shares of the Company. No additional shares of the Company’s common stock or other securities of the company
    shall be issued without the unanimous consent of the Stockholders.
	 	 	 
	 	2.	Sale
    of Additional Shares of any Subsidiary. Effective as of the date hereof, no wholly-owned subsidiary of the Company may sell its
    shares of common stock or other securities in such a manner as to dilute the indirect ownership of any of the stockholders in a specific
    project of the Company without the unanimous consent of all Stockholders; provided, however that such term shall not alter the present
    ownership of any subsidiary existing as of the date hereof, including but not limited to the current ownership of BioLife Sugar Inc.
    and Sweet Sense Inc. No designee of the Company or any subsidiary thereof who shall serve on the Board of Sweet Sense Inc. or other
    operational entity to be created at a date in the future shall approve the sale of any securities by Sweet Sense Inc. or other operational
    entity to be created at a date in the future without the unanimous consent of the Stockholders.
	 	 	 
	 	3.	Distributions
    of Profits of the Company. Any profits of the Company that may be distributed to the Stockholders shall be distributed on a pro
    rata basis, with each Stockholder to receive a percentage of such profits equal to their ownership percentage in the Company. Any
    income received by the Company for the licensing or sale of any patent or project or for the sale of any Subsidiary or division of
    the Company shall be distributed to Stockholders as soon as reasonably and prudently possible, with only such necessary funds retained
    by the Company (i) as may be agreed by the unanimous consent of the Stockholders; (ii) as required to be withheld by applicable law
    or regulation, or at the advice of the Company’s counsel or auditors; (iii) as may be required to pay any taxes or government
    imposed fees owed by the Company or any subsidiary thereof; (iv) as may be required to re-pay any debt or obligation incurred by
    the Company, including any loans from Stockholders which have been authorized by the unanimous consent of the Company’s Board;
    (v) as may be required to pay any reasonable administrative expenses of the Company; and (vi) in connection with amounts expended
    to promote or complete the sale or licensing of any project or patent of the Company, or sale of any subsidiary or division of the
    Company, including any percentage of income, revenue or other consideration to be paid to Destum Partners, or any similar commission
    to be paid to any attorney, broker, investment banker, financial adviser, consultant or similar individual or entity for their services.
    The parties hereto acknowledge and agree that the amounts described in items (i) through (iv) above must be paid, disbursed or retained
    by the Company as described above prior to any pro rata distribution of profits.


 


Initials
__/__/__


 




    	 



     


    

 


Amendment
No. 1 to Global BioLife, Inc. Stockholders Agreement


 


	 	4.	Funding
    of Subsidiaries. No designee of the Company or any subsidiary thereof who shall serve on the Board of Sweet Sense Inc. or other
    operational entity to be created at a date in the future shall approve the expenditure of any funds by Sweet Sense Inc. or other
    operational entity to be created at a date in the future without the consent of the Company’s Board, or to approve any sale
    of all or a significant portion of such entity without the Consent of the Board.
	 	 	 
	 	5.	Communications
    and Binding Agreements. No commitment of the Company to take any action or actions that would require the approval of the Company’s
    board shall be deemed approved by the Company until agreed in writing by the Company’s Board; future actions by the Company
    shall be memorialized in writing and not verbally. No discussion between individual members of the Board or Stockholders shall be
    deemed to be binding commitments of the Board until approved by the Board.
	 	 	 
	 	6.	Release
    and Waiver. The parties hereto herby agree to permanently release and waive, on behalf of themselves and their affiliates and
    successors in interest, to the fullest extent possible under applicable law, any known or unknown claims and causes of action that
    they may have against the Company (which for this Section 6 shall include its subsidiaries) or any Stockholder (which for this Section
    6 shall include any corporate parent or subsidiary thereof), or any stockholder, director, officer, employee, legal counsel, auditor
    or other affiliate of the aforementioned, through the date hereof. The parties hereto explicitly acknowledge that this release and
    waiver is in no way to be deemed to be construed as an admission of current or former wrong doing, misconduct or negligence of any
    kind or nature by any party hereto or any party covered hereby.
	 	 	 
	 	7.	Non-Disparagement.
    The parties hereto hereby agree to not publicly disparage the Company (which for this Section 7 shall include its subsidiaries)
    or any Stockholder (which for this Section 7 shall include any corporate parent or subsidiary thereof), or any stockholder, director,
    officer, employee, legal counsel, auditor or other affiliate of the aforementioned to any media outlet or in any public forum, provided,
    however, that the forgoing shall not limit the ability of any Stockholder to make any statement required by court order, law or government
    regulation, or to make any report to any corporate board or stockholders meeting thereof, or to any stock exchange or similar regulatory
    body on which it is listed or applying for listing, or to make any report in any earnings release, corporate registration statement,
    proxy statement, annual report or, to the extend required by any stock exchange or similar regulatory body, in a required or standard
    press release regarding its plans or operations. 
	 	 	 
	 	8.	No
    Other Modifications. Except as specifically set forth herein, all terms and conditions of the stockholders’ Agreement shall
    remain unchanged and in full force and effect. 


 


Initials
__/__/__


 




    	 



     


    

 


Amendment
No. 1 to Global BioLife, Inc. Stockholders Agreement


 


	 	9.	Successors
    and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
    executors, administrators, personal representatives, successors, and assigns.
	 	 	 
	 	10.	No
    Strict Construction. The parties hereto jointly participated in the negotiation and drafting of this Amendment. The language
    used in this Amendment shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent,
    this Amendment shall be construed as if drafted jointly by the parties hereto and no rule of strict construction shall be applied
    against any party hereto.
	 	 	 
	 	11.	Governing
    Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to
    conflicts of laws principles thereof.
	 	 	 
	 	12.	Counterparts.
    This Amendment may be executed in any number of counterparts (including by fax or any other means of electronic transmission
    each of which shall be an original for all purposes), and all of which taken together shall constitute one and the same instrument


 


[Signature
Pages Follow]


 


Initials
__/__/__


 




    	 



     


    

 


AMENDMENT
NO. 1 TO GLOBAL BIOLIFE, INC. STOCKHOLDERS AGREEMENT


 


INWITNESS
WHEREOF, the parties hereto have executed this Amendment No. 1 to the Stockholders’ Agreement as of the date first set forth
above.


 


	COMPANY:	 
	 	 	 
	 	GLOBAL
    BIOLIFE, INC

    A
    NEVADA CORPORATION
	 
	 	 
	 	 	 	 
	 	By	                       	 
	 	Name:	Peihong
    Tang	 
	 	Title:	CEO	 
	 	 	 	 
	STOCKHOLDERS:	 
	 	 	 
	 	GLOBAL
    BIOLIFE, INC

    A
    NEVADA CORPORATION
	 
	 	 
	 	 	 	 
	 	By		 
	 	Name:		 
	 	Title:		 
	 	 	 	 
	 	HOLISTA
    COLLTECH LIMITED, 

    AN
    AUSTRALIAN LIMITED COMPANY
	 
	 	 
	 	 	 	 
	 	By		 
	 	Name:		 
	 	Title:		 
	 	 	 	 
	 	GRDG
    SCIENCES, LLC 

    A
    FLORIDA LIMITED LIABILITY COMPANY
	 
	 	 
	 	 	 	 
	 	By		 
	 	Name:		 
	 	Title: