Exhibit 10.6

AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed to be effective as of July 29, 2022, between CRYO-CELL INTERNATIONAL, INC., a Delaware corporation (“Borrower”), SUSSER BANK, a Texas State Bank, as administrative agent (“Administrative Agent”), and each of the Lenders party hereto.

A. Borrower, Administrative Agent, and Lenders are party to that certain Credit Agreement dated as of July 18, 2022 (as modified, amended, renewed, extended, and restated, the “Credit Agreement”).

B. Borrower Administrative Agent, and Lenders have agreed, upon the following terms and conditions, to amend the Credit Agreement, subject to the terms and conditions hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) The definitions of “Business Day,” “Floor,” “Interest Period,” and “Interest Rate Change Date” are hereby deleted from Section 1.1 of the Credit Agreement in their entirety and such definitions are replaced with the following:

“Business Day” means for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in New York, New York are authorized or required by Law to be closed. Unless otherwise provided, the term “days” when used herein means calendar days.

“Floor” means a rate per annum equal to (a) with respect to Monthly SOFR or Daily Simple SOFR, four and one half percent (4.50%) and (b) with respect to the Base Rate, five and one half percent (5.50%); provided, however, that with respect to any Term Loan, the Floor not apply at any time in which a Hedge Agreement with a Lender as the counterparty is in effect with respect to such Term Loan.

“Interest Period” means as to each Monthly SOFR Rate Loan, the one (1) month period commencing on the most recent Interest Rate Change Date to but excluding the 15th day of the following month; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Monthly SOFR Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and

(ii) no Interest Period shall extend beyond the Maturity Date.

“Interest Rate Change Date” means the fifteenth (15th) Business Day of each month. If the fifteenth (15th) day of a month does not fall on a Business Day, the applicable Interest Rate Change Date shall be the immediately following Business Day.

4867-1942-4555.1 Amendment to Credit Agreement

(b) Section 2.7(b) of the Credit Agreement is hereby amended to delete the last sentence thereof in its entirety and replace such sentence with the following:

In addition, the principal balance of the Outstanding Amount of the Term Loans shall be due and payable (i) in monthly installments set forth on the Payment Schedule attached hereto as Exhibit I in an amount sufficient to fully amortize the Term Loan based on a twenty-five (25) year step-modified style amortization, on the fifteenth day of each calendar month during the term hereof, commencing September 15, 2022, and (ii) in one final installment on the Maturity Date for the Term Loan Facility in the amount of the then Outstanding Amount of the Term Loans and all accrued but unpaid interest thereon.

(c) The Credit Agreement is hereby amended to add thereto Exhibit I attached to this Amendment.

(a) All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.

(b) Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

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9. Electronic Signatures. This Amendment and any document, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Borrower agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it (such agreement not to be unreasonably withheld); provided, further, without limiting the foregoing, (i) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Borrower without further verification and (ii) upon the request of Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

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[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]

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EXECUTED as of the date first stated above.

BORROWER:

CRYO-CELL INTERNATIONAL, INC., a Delaware corporation

By:

Name: Mark Portnoy

Title: Co-Chief Executive Officer



Signature Page to Amendment Credit Agreement

ADMINISTRATIVE AGENT:

SUSSER BANK, a Texas State Bank

By: /s/ Chris Wheeler

Name: Chris Wheeler

Title: President, Austin Region

Signature Page to Amendment Credit Agreement

LENDERS:

SUSSER BANK, a Texas State Bank, as Lender

By: /s/ Chris Wheeler

Name: Chris Wheeler

Title: President, Austin Region

Signature Page to Amendment Credit Agreement

EXHIBIT I

Payment Schedule

Exhibit I to Amendment to Credit Agreement

Exhibit I to Amendment to Credit Agreement

Exhibit I to Amendment to Credit Agreement

Exhibit I to Amendment to Credit Agreement