Exhibit 10.2

APL proprietary/confidential

BullfrogAI Prometheus License, July 2022

LICENSE AGREEMENT

This license agreement (the “Agreement”) is entered into and made effective as of July 8, 2022 (the “Effective Date”) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 20723 (“APL”) and BullfrogAI, Inc., a Delaware corporation having business offices at P.O. Box 336, Boyds, Maryland 20841 (“Licensee”). For purposes of this Agreement, APL and Licensee may be individually referred to as a “Party,” and collectively referred to as the “Parties.”

This Agreement includes attached Appendix A (APL Patent Rights), Appendix B (APL Copyrights), Appendix C (APL Know-how), Appendix D (Stock Issuance Agreement), Appendix E (Fees and Payment Options), Appendix F (Form of Diligence and Annual Report), and Appendix G (Form of Quarterly Sales and Royalty Report), the entire contents of which are incorporated herein by reference.

BACKGROUND

WHEREAS, The Johns Hopkins University (“JHU”) through APL has acquired or is entitled to acquire through assignment or otherwise all right, title, and interest, with the exception of any applicable retained rights by the United States government, in certain intellectual property, including patentable and non-patentable intellectual property as described in Appendices A, B, and C, and JHU has granted APL responsibility for, as well as operating control and unencumbered use of, the intellectual property;

WHEREAS, APL desires to have the APL IP (as defined below) perfected and marketed as soon as possible so that resulting products and services may be available for public use and benefit; and

WHEREAS, Licensee desires to acquire a license under the APL IP for the purposes of exploiting Licensed Products and Licensed Services in the Territory and in the Field of Use, as set forth and defined below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Unless otherwise specifically provided herein, the following defined terms shall have the following meanings:

The definition of each of the following terms is set forth in the section of the Agreement indicated below.

All terms defined in this Agreement may be used in the singular or plural, and a reference to the singular includes the plural and vice versa.

Licensee shall pay APL annual license fees as follows:

Notwithstanding Licensee’s obligation to pay to APL the Royalties as specified in this Section 4.3(a), Licensee shall pay to APL minimum annual royalty payments (each, a “Minimum Annual Royalty Payment”) in the amounts and by the dates indicated below:

For the avoidance of doubt, Licensee shall pay a Minimum Annual Royalty Payment for a calendar year even if the Royalties for that calendar year do not reach the amount of the Minimum Annual Royalty Payment.

current schedule of anticipated events or milestones, including anticipated timeline for achievement of the Diligence Milestones.

Royalty Reports are Confidential Information of Licensee.

Royalty Reports are Confidential Information of Licensee.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized to be effective as of the Effective Date.

APPENDIX A

APL Patent Rights

APPENDIX B

APL Copyrights

APPENDIX C

APL Know-How

APPENDIX D

Stock Issuance Agreement

This Stock Issuance Agreement (this “Agreement”) is entered into and made effective as of July 8, 2022 (the “Effective Date”) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 20723 (“APL”) and BullfrogAI Holdings, Inc., a Nevada corporation, having business offices at 325 Ellington Blvd. #317, Gaithersburg, MD 20878 (the “Company”). For purposes of this Agreement, each of APL and Company may be individually referred to as a “Party,” and collectively referred to as the “Parties.”

WHEREAS, concurrent with the execution of this Agreement, the Parties are entering into a License Agreement dated as of the Effective Date (the “License Agreement”), pursuant to which APL is granting the Company a license to certain intellectual property owned or controlled by APL; and

WHEREAS, in partial consideration for the execution and delivery by APL of the License Agreement and the grant of the license therein by APL to the Company thereunder, the Parties hereto agreed to enter into this Agreement in order to provide for, among other things, the issuance by the Company to APL of shares of common stock of the Company in accordance with the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

1.  Acquisition Of Shares.

(a)  Equity Issuance. Pursuant to Section 4.5 of the License Agreement, the Company hereby issues to APL 279,159 shares (the “Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”).

(b)  Consideration. APL agrees to grant the Company a license to certain intellectual property pursuant to the License Agreement in exchange for, among other consideration, the Shares. The Company and APL agree that the Fair Market Value of such consideration is at least $270,000, or $0.96 per Share, based on a valuation of at least $27,000,000 for the Company.

(c)  Closing. The issuance of the Shares will occur contemporaneously with the execution and delivery of this Agreement at the closing (the “Closing”) held at a time and place, or via the exchange of documents and signatures, as mutually agreed upon by the Parties. At the Closing, each Party will deliver an executed copy of this Agreement and such other documents as the Parties may mutually agree.

(d)  Defined Terms. Capitalized terms not defined above are defined in Section 7(a) of this Agreement.

2.  Right Of First Refusal.

(a)  Right of First Refusal. In the event that APL proposes to sell, pledge or otherwise transfer to a third party any Shares prior to the earlier of the IPO or one year from the date hereof the “Transfer Shares”), the Company shall have the right of first refusal to purchase all (and not less than all) of such Transfer Shares (the “Right of First Refusal”). If APL desires to transfer the Transfer Shares, APL shall promptly deliver to the Company a written notice describing fully the proposed transfer, including the number of Transfer Shares, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, state or foreign securities laws (the “Transfer Notice”). The Transfer Notice shall be signed both by APL and the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Transfer Shares. The Company shall have the right to purchase all, and not less than all, of the Transfer Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Section 2(b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

(b)  Transfer of Transfer Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after receiving the Transfer Notice, APL may, not later than ninety (90) days after the Company received the Transfer Notice, conclude a transfer of the Transfer Shares subject to the Transfer Notice to the proposed Transferee on the terms and conditions described in the Transfer Notice; provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which APL is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by APL after the ninety (90) day period described above, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Section 2(a) above. If the Company exercises its Right of First Refusal, the Parties shall consummate the sale of the Transfer Shares on the terms set forth in the Transfer Notice within sixty (60) days after the Company notifies APL of its intent to exercise the Right of First Refusal (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Transfer Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Transfer Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c)  Permitted Transfers. This Section 2 shall not apply to a transfer to an Affiliate of APL.

3.  apl representations; Other Restrictions On Transfer.

(a)  APL Representations. In connection with the issuance and acquisition of Shares under this Agreement, APL hereby represents and warrants to the Company as follows:

(i)  APL is acquiring and will hold the Shares for investment for its account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

(ii)  APL understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or APL obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. APL further acknowledges and understands that the Company is under no obligation to register the Shares.

(iii)  APL is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. APL acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.

(iv)  APL will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. APL agrees that it will not dispose of the Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Shares under state securities law.

(v)  APL is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(b)  Securities Law Restrictions. Regardless of whether the offering and sale of Shares under this Agreement have been registered under the Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any other law.

(c)  Rights of the Company. The Company shall not be required to (i) transfer on its books any Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Shares, or otherwise to accord voting, dividend or liquidation rights to, any Transferee to whom Shares have been transferred in contravention of this Agreement.

4.  Company Representations and Warranties. The Company hereby represents, warrants, acknowledges and agrees as follows:

(a)  Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite corporate power and authority to carry on its business as presently conducted.

(b)  Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement and the License Agreement, and to issue the Shares hereunder, has been taken. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements, and the issuance and delivery of the Shares has been taken. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c)  Capitalization.

(i)  The authorized capital of the Company consists, as of the date hereof and immediately prior to the issuance of the Shares, of (A) 100,000,000 shares of Common Stock, 27,915,863 shares of which are issued and outstanding, and (B) 10,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”), none of which are issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(ii)  As of the date hereof and immediately following the issuance of the Shares, except for up to 15% of the Company’s outstanding common stock which may be granted from time to time in accordance with the Company’s to be adopted Equity Incentive Plan and the securities identified on Schedule 4(c)(ii) below , there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock.

The table below reflects BullFrog AI Holdings, Inc. capital table including shares reserved for option, warrant exercises and convertible debt conversions. The last three items are estimates of the shares that would be issued for debt conversion based on the anticipated IPO.

(d)  Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by APL. Assuming the accuracy of the representations of APL in Section 3 of this Agreement and subject to required federal and state securities filings, the Shares will be issued in compliance with all applicable federal and state securities laws.

(e)  Company Documents. The Company has furnished to APL true, correct and complete copies of (i) the Certificate of Incorporation and (ii) the Bylaws of the Company, which remain in full force and effect as of the date hereof.

5.  assignment.

Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon APL and its legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof.

6.  Legends.

All certificates evidencing Shares shall bear the following legends:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL AS SET FORTH IN THE STOCK ISSUANCE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER WITH RESPECT TO THESE SHARES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS.”

If required by the authorities of any State in connection with the issuance of the Shares, the legend or legends required by such State authorities shall also be endorsed on all such certificates.

7.  Miscellaneous.

(a)  Definitions. Capitalized terms used herein shall have the meanings set forth below.

“Agreement” has the meaning set forth in the Preamble.

“APL” has the meaning set forth in the Preamble.

“Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

“Closing” has the meaning set forth in Section 1(c).

“Common Stock” has the meaning set forth in Section 1(a).

“Company” has the meaning set forth in the Preamble.

“Effective Date” has the meaning set forth in the Preamble.

“Fair Market Value” means the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

“License Agreement” has the meaning set forth in the Recitals.

“Party” or “Parties” has the meaning set forth in the Preamble.

“Preferred Stock” has the meaning set forth in Section 4(c)(i).

“Right of First Refusal” has the meaning set forth in Section 2(a).

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” has the meaning set forth in Section 1(a).

“Transferee” means any person to whom APL has directly or indirectly transferred any Share.

“Transfer Notice” has the meaning set forth in Section 2(a).

“Transfer Shares” has the meaning set forth in Section 2(a).

(b)  Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement between the Parties, whether oral or written, concerning the subject matter hereof. This Agreement supersedes any prior written or oral agreements between the Parties concerning the subject matter hereof.

(c)  Governing Law. The laws of the State of Maryland, without giving effect to its choice of law provisions, shall govern all matters arising out of or relating to this Agreement, including, without limitation, its interpretation, construction, performance, and enforcement. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court for Baltimore City or in the United States District Court for the District of Maryland. Each of the parties waives, to the fullest extent permitted by law, any objection which it may now or later have to the exclusive jurisdiction of or the laying of venue in the Circuit Court for Baltimore City, Maryland or the United States District Court for the District of Maryland, including any objections based upon inconvenient forum. The parties agree that a final judgment in any such suit, action, or proceeding may be enforced in other jurisdictions as provided by law.

(d)  Amendment; Waiver. No amendment, alteration or modification of any of the provisions of this Agreement shall be valid or effective unless made in writing and signed by the duly authorized representatives of the Parties hereto. No waiver of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized representative of the Party to be bound by such waiver. Failure of a Party to exercise any right to enforce any provision, or to require strict performance by the other Party of any provision, shall not release any Party of its obligations under this Agreement and shall not operate as a waiver of any right to insist upon strict performance, or of any Party’s rights or remedies under this Agreement or at law.

(e)  Notices. All notices, requests and other communications hereunder must be in writing and delivered personally, by facsimile transmission (receipt verified), or by overnight courier (signature required) or by e-mail to the Parties at the following addresses or facsimile numbers:

(f)  Severability. If any provision of this Agreement is held invalid by any law, rule, order, or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions and such provisions shall be interpreted so as to best accomplish the objectives of such invalid provisions within the limits of applicable law or court decision.

(g)  Counterparts. This Agreement may be executed in one or more counterparts, including by electronic (PDF) transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized to be effective as of the Effective Date.

APPENDIX E

Fees and Payment Options

Automated Clearing House (ACH) for payments through U.S. banks only

APL encourages its licensees to submit electronic funds transfer payments through the Automated Clearing House (ACH).

Electronic Funds Wire Transfers

The following account information is provided for wire payments. In order to process payment via Electronic Funds Wire Transfer sender MUST supply the following information within the transmission:

Wiring Information (Domestic):

Wiring Information with Swift Code (foreign):

Checks

All checks should be made payable to “JHU/APL” and sent by US Postal Service to the following address:

Johns Hopkins University

Applied Physics Laboratory LLC

11100 Johns Hopkins Road

Laurel, MD 20723-6099

Attn: Accounting/Finance Group, DevFund Acct MS: MP1-S186

APPENDIX F

Form of Diligence and Annual Report

APPENDIX G

Form of Quarterly Sales and Royalty Report

DATED: _________________________

Period Covered: From:      /    /        Through      /      /

TOTAL ROYALTIES DUE FOR THIS PERIOD $___________

TOTAL NON-ROYALTY SUBLICENSING INCOME (NRSI) DUE FOR THIS PERIOD $__________

If the licenses granted in the Agreement cover several product/service lines, or several contracts performed using APL IP, please prepare a separate report for each Licensed Product/Licensed Service line and/or contract; then combine all Licensed Product lines, Licensed Service lines, and contracts into a summary report.

If units were sold, or contracts performed, by any Affiliates, Sublicensees or any party other than Licensee, clearly identify the responsible party or parties and the extent to which each such party was responsible for each such activity.

* On a separate page, please indicate the reasons for any significant adjustment. Also note any unusual occurrences that affected royalty payment amounts during this period.

I hereby certify, as a duly authorized officer of Licensee, that the information set forth above is correct and complete and meets all of the reporting requirements set forth in the Agreement.