Amendment No. 2 to Second Amended and Restated Convertible Promissory Note, dated March 6, 2023, between ThermoGenesis Holdings, Inc. and Boyalife Group Inc

A.

The Note, as amended hereby, evidences loans made by the Holder or its predecessors-in-interest to the Company pursuant to that certain First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Holder and the Company, as amended by Amendment No. 1 thereto dated May 7, 2018, Amendment No. 2 thereto dated March 4, 2022, and Amendment No. 3 thereto of even date herewith (as amended, the “Credit Agreement”).

B.

Pursuant to Amendment No. 3 to the Credit Agreement of even date herewith, the Company and the Holder agreed to extend the Termination Date (as defined in the Credit Agreement) to December 31, 2023.

C.

 The Company and the Holder desire to hereby amend the Note to extend the Maturity Date (as defined in the Note) to December 31, 2023.

1.

The “Maturity Date” set forth in Section 3 of the Note is hereby amended to be “December 31, 2023.”

2.

As of March 6, 2023, $278,052 of accrued and unpaid interest is outstanding under the Note. Upon execution of this Amendment, such accrued and unpaid interest will be added to the outstanding principal amount of the Note and shall therefore deemed to be paid in full, resulting in an outstanding principal balance of the Note as of March 6, 2023 of $7,277,965.

3.

An executed copy of this Amendment shall be affixed or be deemed affixed to the Note. Except as specifically set forth in this Amendment, all of the terms and provisions of the Note, as heretofore amended, shall continue to remain in full force and effect. This Amendment is not intended to be, and shall not constitute, a substitution or novation of the Note.

4.

Capitalized terms appearing in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Note.

5.

This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. This Amendment, together with the Note (as heretofore amended), contains the final, complete, and exclusive expression of the parties’ understanding and agreement concerning the matters contemplated herein and supersedes any prior or contemporaneous agreement, oral or written, among them.

6.

Each and every term and provision of this Amendment shall be binding upon and shall inure to the benefit of the Holder and its successors and assigns.

7.

This Amendment shall be governed by and construed under the laws of the State of California, without giving effect to the principles of conflicts of law thereof. Any claims or legal actions arising hereunder shall be commenced and maintained in any state or federal court of competent jurisdiction located in the State of California, and the Holder consents and submits to the exclusive jurisdiction and venue of any such court.