COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • December 22nd, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2021, between Longeveron Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • Longeveron Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2021, between Longeveron Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between LONGEVERON INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters LONGEVERON INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc.Longeveron Inc. • April 11th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REPRESENTATIVE’S PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • December 3rd, 2021 • Pharmaceutical preparations • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 3, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • April 11th, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024, as amended on April 3, 2024, and April 9, 2
Form of Representative’s Warrant AgreementLongeveron LLC • February 3rd, 2021 • Pharmaceutical preparations • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • August 18th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $3.00 per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”
ContractCommon Stock Purchase Warrant • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SERIES C/SERIES D] CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • April 18th, 2024 • Pharmaceutical preparations • New York
THIS [SERIES C/SERIES D] CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • August 6th, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July __, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024, as amended on April 3,
CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • June 18th, 2024 • Pharmaceutical preparations • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 18, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LONGEVERON INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2021 • Longeveron LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) dated as of ______________, is by and between Longeveron Inc., a Delaware corporation (the “Company”), and ______________ (the “Indemnitee”).
July 14, 2023 Dear Lisa:Letter Agreement • February 27th, 2024 • Longeveron Inc. • Pharmaceutical preparations • Florida
This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of July 31, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditions:
CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Longeveron Inc. • July 19th, 2024 • Pharmaceutical preparations
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Longeveron Inc.Longeveron Inc. • December 3rd, 2021 • Pharmaceutical preparations • New York
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • February 27th, 2024 • Longeveron Inc. • Pharmaceutical preparations • Florida
This Separation Agreement and General Release (“Agreement”) is between Longeveron, Inc. (“Company”) and Dr. K. Christopher Min (“Executive”), together the “Parties.”
GRANT AGREEMENTGrant Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Maryland
THIS GRANT AGREEMENT (as it may be amended, this “Agreement”) is effective as of the 1st day of October, 2020 (“Effective Date”), by and between the MARYLAND STEM CELL RESEARCH COMMISSION (“Commission”), acting by and through the MARYLAND TECHNOLOGY DEVELOPMENT CORPORATION (“TEDCO” or the “Grantor”), a body politic and corporate and a public instrumentality of the State of Maryland (“State”) and LONGEVERON, LLC, a Delaware limited liability company (“Grantee”).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 9th, 2021 • Longeveron Inc. • Pharmaceutical preparations • Florida
This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (“Second Amendment”), is made effective as of March 3, 2021 (the “Effective Date”), by and between the University of Miami, a Florida not-for-profit corporation (“UNIVERSITY”), and Longeveron, Inc, a Delaware corporation, whose principal place of business is at 1951 NW 7th Avenue, Miami, Florida 33136 (the “LICENSEE”). UNIVERSITY and Licensee are referred to herein as, the “Parties” and each, individually, a “Party”.
Certain identified information has been excluded from this exhibit because it is not material to a reader and would be competitively harmful if publicly disclosed] EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This License Agreement (the “Agreement”) is entered Into and made effective this 20th day of November, 2014 (the “Effective Date”), between the University of Miami, a Florida not-for-profit corporation, having business offices at 1951 NW 7th Avenue, (C234), Miami, Florida 33136 (“UNIVERSITY”), and LONGEVERON LLC, a limited liability company organized under the laws of Delaware, having business offices at 6010 Aqua Path, Miami Beach, Florida 33141 (“LICENSEE”). For purposes of this Agreement, each of UNIVERSITY and LICENSEE may be individually referred to as a “Party,” and collectively referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is entered by and between Longeveron, LLC, a Delaware limited liability company with offices located at 1951 NW 7th Ave., Ste. 520, Miami, Florida 33136 (the “Company”), and James Clavijo, an individual with a legal address of 1720 Jefferson Street, Apt 204, Hollywood, FL 33020 (the “Employee”), as of the date(s) set forth on the signature page(s) hereto, effective as of August 12th, 2020 (the “Effective Date”).
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 28th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $[·] per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BETWEEN LONGEVERON LLC and THE MEMBERS NAMED HEREIN dated effective as of December 31, 2014Limited Liability Company Agreement • November 12th, 2020 • Longeveron LLC • Pharmaceutical preparations • Delaware
This First Amended and Restated Limited Liability Company Agreement of Longeveron LLC a Delaware limited liability company (the “Company”), is entered into effective as of December 31, 2014 by and among the Company, the Initial Members executing this Agreement as of the date hereof and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTCollaborative Research and Development Agreement • March 9th, 2021 • Longeveron Inc. • Pharmaceutical preparations • Florida
This COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of the 3rd day of March, 2021 (the “Effective Date”) by and between Longeveron, Inc, a corporation organized under the laws of the State of Delaware and having offices at 1951 NW 7th Avenue, Miami, Florida 33136 (“Longeveron”), and University of Miami, a not-for-profit corporation having an office at 1320 S. Dixie Highway, Gables One Tower #650, Locator Code 2960, Coral Gables, FL 33146 (the “Institution”). Each of Longeveron and Institution are sometimes referred to herein as a “Party” or, jointly, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2022 • Longeveron Inc. • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is entered by and between Longeveron, INC, a Delaware Corporation with offices located at 1951 NW 7th Ave., Ste. 520, Miami, Florida 33136 (the “Company”), and Dr. Chris Min, an individual with a legal address of 305 E. 85th St., New York, NY 10028 (the “Executive”), as of the date(s) set forth on the signature page(s) hereto (the “Effective Date”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into by and between Longeveron LLC, a Delaware limited liability company (the “Company”) and Joshua M. Hare, M.D. (the “Consultant”), is made effective as of the 20th day of November, 2014 (the “Effective Date”). The Company and the Consultant are each a “Party” hereto and collectively are the “Parties.”
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations
This First Amendment to the Exclusive License Agreement (the "Agreement") is entered into and made effective the December 22, 2016 (the "Effective Date") between JMH MD Holdings, having business offices at 6010 Aqua Path, Miami Beach, Florida 33141 (hereinafter referred to as "JMH MD") and Longeveron, LLC, organized under the laws of Delaware, having business offices 1951 NW 7th Avenue, Suite 520, Miami, FL 33136, (hereinafter referred to as " LICENSEE").
AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LONGEVERON LLCJoinder Agreement • November 12th, 2020 • Longeveron LLC • Pharmaceutical preparations • Delaware
WHEREAS, the Company and its Members have entered into that certain First Amended and Restated Limited Liability Company Agreement, effective as of December 31, 2014, as amended by the Prior Amendments (as defined below), Amendment No. 1 to the Limited Liability Company Agreement (the “First Amendment”), effective as of July 18, 2017 and Amendment No. 2 to Limited Liability Company Agreement (the “Second Amendment”) effective as of October 5, 2017 (collectively, as amended, the “Operating Agreement”);
AMENDMENT NO. 4 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LONGEVERON LLCJoinder Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Delaware
WHEREAS, Longeveron LLC, a Delaware limited liability company (the “Company”), has heretofore been formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act;
LEASE AGREEMENT FROM WEXFORD MIAMI, LLC, LANDLORD TO LONGEVERON, LLC, TENANT PREMISES: 1951 NW 7TH AVENUE, MIAMI, FL 33136 DATED: October 6, 2015Lease Agreement • December 30th, 2020 • Longeveron LLC • Pharmaceutical preparations • Florida
THIS LEASE AGREEMENT made this 6th day of October 2015 (the “Effective Date”) between WEXFORD MIAMI, LLC., a Delaware limited liability company (“Landlord”) and LONGEVERON, LLC, a Delaware limit liability company (“Tenant”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This License Agreement (the “Agreement”) is entered into and made effective the 22 day of December 2016 (the “Effective Date”) between JMH MD Holdings, having business offices at 6010 Aqua Path, Miami Beach, Florida 33141 (hereinafter referred to as “JMHMD”) and Longeveron, LLC, organized under the laws of Delaware, having business offices 1951 NW 7th Avenue, Suite 300, Miami, FL 33136, (hereinafter referred to as “LICENSEE”).
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This Amendment to the Exclusive License Agreement (the “Agreement”) is made as of December 11, 2017 (“Effective Date”) between UNIVERSITY OF MIAMI, a Florida not-for-profit corporation, having business offices located at 1951 NW 7th Avenue, Miami, Florida 33136 (the “LICENSOR”) and Longeveron LLC, a Delaware limited liability company, whose principal place of business is at 1951 NW 7th Avenue, Miami, Florida 33136 (the “LICENSEE”).
