Client Agreement

This is the Agreement between you (“You” or “Client”) and Delphi Stem, LLC (“delphistem,” “We,” or “Us”) (each, a “Party” and, collectively, the “Parties”). This Agreement is the sole Agreement that governs Your relationship with delphistem and the use of delphistem’s services. By purchasing a cell storage subscription membership from delphistem, this Agreement becomes effective and is deemed executed as of the earliest date of (i) Your first payment for the cell storage subscription membership; (ii) Your written or electronic signature on this Agreement (which includes clicking a box on the delphistem website confirming that You accept this Agreement’s terms), and/or (iii) Your breaking the seal on delphistem’s cell collection kit.

WHEREAS delphistem is in the business of collection of somatic cells and the reprogramming of these cells into adult induced pluripotent stem cells (“IPSCs”) and banking such IPSCs;

WHEREAS Client desires that Client’s somatic cells be reprogrammed into IPSCs for cryostorage ;

WHEREAS, Client has purchased a cell storage subscription from delphistem.

NOW, THEREFORE, in consideration of the mutual covenants, promises, conditions and termsto be kept and performed, it is agreed between the parties hereto as follows:

Collection of the cells. delphistem will provide You with a kit or kits to collect and transport the cells (the “Cell Collection Kit”). Each person using delphistem’s services must use only his or her own Cell Collection Kit. Collecting or pooling more than one person’s cells into one Cell Collection Kit will cause the collected cells therein to be unusable. It is essential that You follow all instructions delphistem provides with respect to sample collection. Each person must also complete a Health Profile (“HP”). Please note that incomplete enrollment contracts, cells test results, and/or HP forms may impact the ability to use the cells for the reprogramming process and cryostorage.

Transport of the sample(s). delphistem offers local pickup only for clients in the Metropolitan Atlanta area. To use this option, You must notify and coordinate local pickup with a member of delphistem’s team at least 24 hours in advance of the collection to ensure that the sample can be transported and stored in a timely matter.

If You are not in the Metropolitan Atlanta area, You must arrange for shipment to delphistem’s laboratory. Note that time is of the essence for transport.

You bear any and all risk for any loss in connection with Your use of a third-party courier to transport of the sample(s), and delphistem bears no responsibility for any risk of loss caused by transport and/or shipping.

Testing, processing, and storage of the sample(s). After receipt of the Cell Collection Kit, delphistem will process, reprogram, cryopreserve, and store the IPSCs. In rare circumstances, it may not be possible to process or store the samples received; delphistem cannot determine this prior to the arrival of the samples containing the somatic cells. It is also possible that complications may occur during the collection of cells that affect the quality of the sample. You agree to not hold delphistem, or their affiliates, directors, officers, employees, or agents responsible for the collection or failure to collect the cell sample for any reason or for the handling or mishandling of cell collection sample.

You will be notified if the sample submitted does not meet our parameters, including but not limited to minimum cell count, viability, or sterility. We may request that You submit another sample.

delphistem retains the right to not process or store any cell sample. In the event that delphistem is not able to process or does not store the sample, You will be notified and delphistem will refund all the fees You paid to Dephistem in connection with the cell sample at issue.

delphistem may provide other parties involved in the cell reprogramming process with information about Your enrollment, gender, age, consent, and collection, but We will not provide Your personal information.

After arrival, Your somatic cells will be processed, and IPSCs will be stored to use at Your request in Your preventive and personalized health approach. As of June 2023, the FDA has approved 32 cellular and gene therapy products. Future approvals may require additional processing. You have the right to opt out of such processing and avoid any associated fees with such processing.

4. Releasing the sample(s). You may instruct delphistem in writing to release Your stored IPSCs. You may request that delphistem do any of the following:

Send the IPSCs to a physician (or agent) appropriately qualified to perform a transplant or medical procedure;

Dispose of the IPSCs; or

Release the IPSCs for scientific research.

delphistem is limited in where it may transmit the sample, and the recipient must be in compliance with all applicable rules and regulations. delphistem may charge an administrative fee for preparation of the sample and paperwork and Client is responsible for payment of any such administrative fee.

You are responsible for any third-party costs, including shipping and services fees in connection with the release of the IPSCs referenced herein. You may also be responsible for a document-maintenance fee if delphistem incurs costs associated with maintaining Your records. Any transfer or disposal will be performed in accordance with delphistem’s practices and procedures in effect at the time of the request.

delphistem shall not be required to release, prepare, ship, or dispose of any IPSCs unless and until You have made all payments required under this Agreement.

Third-Party Access. delphistem will not provide any information about You, Your account, sample, contact information, IPSCs, fees, or this Agreement to any third party without &our express written consent. Notwithstanding the previous sentence, delphistem may communicate with third-party adults about their sample and IPSCs even if they otherwise fall under Your account (e.g., if You submitted them and pay for their storage).

Payment. You are responsible for paying delphistem all fees due. delphistem will attempt to contact You if a payment is overdue. If a payment is not received within 180 days of its due date, We may hire a collection agency and/or a law firm for further action, and You agree to pay any collection fees and/or interest at the highest amount allowable by law. You consent to receive calls using artificial and/or pre-recorded messages from or on behalf of delphistem for account collection purposes at the landline and/or mobile telephone numbers that You have provided to delphistem. We may also provide the collection agency with any information concerning You and Your account allowable by law, which may include personally identifiable information.

Termination. You may terminate this Agreement by notifying Us in writing using the notice address listed in Section 9. Except as set forth in Section 3, if You terminate this Agreement prior to our storage of the sample(s), We will refund all amounts paid by You hereunder less an administrative fee of $150. If You terminate this Agreement after We begin storing Your sample(s), We will retain all funds You have paid, and You are responsible for all fees incurred prior to the termination, including any prepaid storage fees.

We may terminate the Agreement if You fail to make any payment required within 180 days of its due date. If You move to a country in which We are prohibited from providing stem cell banking services, We may cease to maintain the IPSCs absent authorization from the U.S. Treasury Department or other relevant entity.

Upon termination, the IPSCs will become the property of delphistem and may be used at delphistem’s sole discretion for any purpose, including but not limited to training, quality control, equipment calibration and training, developing and testing new procedures and processes, research, future product development, or any donative purpose. Unless required by law or as is reasonably necessary for our business operations, delphistem will not disclose the personal information of the donor of the IPSCs We retain.

Notices. Any notices required to be issued to delphistem, including to terminate this Agreement, must be made to one of the following: via email to hello@delphistem.com or by mail to Delphi Stem LLC, 1123 Zonolite Rd, Suite 11, Atlanta, GA 30306, Attn: Member Services. You may also update Your contact information or payment method using the above, by logging into Your Client Account at www.delphistem.com, or calling or texting 470-656-9081 or 470-718-0201.

Warranty Disclaimer. You acknowledge and agree that neither delphistem nor its affiliated parties, or any of their shareholders, members, directors, officers, agents,

employees, or affiliates (“delphistem Parties”) have made any representation, guarantee, or warranty, express or implied, to You of any kind. You acknowledge and agree to the following specific disclaimers:

There is no guarantee or assurance regarding success in collecting cells. Complications may occur during the collection of cells or affect the quality of the sample. You agree that the delphistem Parties are not responsible for the collection or failure to collect the cell sample for any reason, for the handling or mishandling of cell collection sample, or anything that occurs during courier transport.

Eligibility for storage cannot be fully assessed until the arrival and evaluation of a sample at delphistem’s laboratory. delphistem maintains the right to reject or discard any samples for any reason.

There is no guarantee that the IPSCs will be of therapeutic value or will not deteriorate or suffer another form of loss. You acknowledge that the IPSCs may never be used.

Stem cells have established uses in transplant medicine; however, research on their use in regenerative medicine continues. There is no guarantee that treatments being studied in the laboratory, clinical trials, or other experimental treatments will be available in the future or that treatments currently allowed will continue to be.

10. Limitation of Liability. DELPHISTEM HAS NO LIABILITY OF ANY KIND IN RESPECT OF DELPHISTEM’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT EXCEPT TO THE EXTENT ATTRIBUTABLE TO DELPHISTEM’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL DELPHISTEM’S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO DELPHISTEM UNDER THIS AGREEMENT. DELPHISTEM SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES IN RESPECT OF BREACH OF CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT), WHETHER OR NOT DELPHISTEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL NOT APPLY TO THE QUALITY SERVICE GUARANTEE APPLICABLE TO STORED IPSCs.

11. Assignment and Delegation. delphistem may assign its rights and delegate its obligations under this Agreement to any successor by merger or consolidation, to any purchaser of all or substantially all of delphistem’s assets relevant to the performance of the services hereunder, or to any entity that provides or intends to provide services similar to those that are to be provided by delphistem hereunder. delphistem may perform services to be provided by it hereunder through subcontractors.

You may not assign this Agreement without the prior written consent of delphistem, and any attempt to assignment this Agreement without such consent shall be void.

12. Governing Law. The existence, validity, construction, and operation of this Agreement and all of its covenants, agreements, representations, warranties, terms, and conditions shall be governed by and construed in accordance with the laws of the State of Georgia without regard to any conflicts of law provisions.

13. Arbitration. Any dispute or controversy concerning this Agreement or services provided hereunder shall be finally and conclusively resolved by mandatory binding arbitration following the then-current rules provided by the American Arbitration Association for commercial disputes. Further, You agree that You will bring any action on an individual basis and not on a class basis, nor will You join any class. All Parties to this Agreement are giving up their constitutional right to have any such dispute decided in a court of law before a jury and instead are accepting the use of arbitration.

14. Force Majeure. If delphistem’s performance of this Agreement is prevented, restricted, or interfered with by reason of fire, earthquake, or other casualty or accident; strikes or labor disputes; war, terrorism, or other violence; any law, order, proclamation, ordinance, demand, or requirement of any government agency; or any other act or condition beyond the control of delphistem, delphistem shall be excused from such performance.

15. Entire Agreement. This Agreement constitutes the entire understanding agreement between the Parties with regard to the subjects hereof. Any and all prior and/or contemporaneous agreements or understandings between the Parties are superseded, and no extrinsic evidence exists to vary its terms in any judicial proceeding.

16. Written Modifications Only. This Agreement may only be modified if the modification is in writing and signed by each of the Parties.

17. Severability. The Parties agree that the language of all parts of this Agreement shall be construed as a whole. However, if any provision should be declared, determined, or ruled illegal, invalid, or unenforceable by a court of competent jurisdiction, such provision(s) shall be deemed void, and the validity of the remaining parts, terms, provisions shall not be affected.

18. Counterparts. This Agreement may be executed in any number of counterparts (including electronic counterparts) with the same effect as if all parties hereto had signed the same document. All counterparts will be construed together and will constitute one instrument.