REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2021, is made and entered into by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), AHAC Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2024 • Carmell Corp • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April [__], 2024, between Carmell Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature page hereto (including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 26, 2021, is by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 26, 2021 by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ALPHA HEALTHCARE ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), hereby confirms its agreement with BofA Securities, Inc. and PJT Partners LP (the “Representatives” or, each representative individually, a “Representative”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
July 26, 2021 Alpha Healthcare Acquisition Corp. III New York, New York 10036Underwriting Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and BofA Securities, Inc. and PJT Partners LP, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Publi
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 19, 2023Convertible Security Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Notes of Carmell Therapeutics Corporation, a Delaware corporation (the “Company”), having its principal place of business at 2403 Sidney Street, Suite 300 Pittsburgh, PA 15203, designated as its 10% Original Issue Discount Senior Secured Convertible Note due January 19 , 2023 (this Note, the “ Note ” and, collectively with the other Notes of such series, the “ Notes”). The Notes shall be convertible into shares of common stock of in the Company, par value $0.001 per share (the “Common Stock”), in accordance with the terms of the Notes.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
CARMELL THERAPEUTICS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2023 • Carmell Corp • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Carmell Therapeutics Corporation, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
CARMELL CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2024 • Carmell Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [__], 2024, by and among Carmell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule I hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Alpha Healthcare Acquisition Corp. IIISubscription Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • Delaware
We are pleased to accept the offer AHAC Sponsor III LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 29th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 26, 2021, by and between Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, and AHAC Sponsor III LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
OFFICE LEASE AGREEMENT between RJ EQUITIES LP (Landlord) and CARMELL THERAPEUTICS CORPORATION (Tenant) Dated: March 21st, 2019Office Lease Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
This Office Lease Agreement (the “Lease”) is made this 21st day of March, 2019, by and between RJ EQUITIES LP, a Pennsylvania limited partnership (“Landlord”) and CARMELL THERAPEUTICS CORPORATION, a Delaware corporation (“Tenant”).
Alpha Healthcare Acquisition Corp. IIIAdministrative Support Agreement • March 4th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • New York
This letter agreement by and between Alpha Healthcare Acquisition Corp. III (the “Company”) and Constellation Alpha Holdings LLC (“Constellation”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • August 14th, 2023 • Carmell Corp • Surgical & medical instruments & apparatus
THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of July 14, 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 8.2, an “Investor” and collectively, the “Investors”).
Carmell CorporationGrant Agreement • November 14th, 2024 • Carmell Corp • Surgical & medical instruments & apparatus
This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an award pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant”), covering the specific number of shares of Common Stock of the Company (“Shares”) set forth below, pursuant to the provisions of the Plan and on the following terms and conditions:
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Delaware
FOR VALUE RECEIVED, the undersigned, Carmell Therapeutics Corporation, a Delaware corporation (“Maker”), hereby promises to pay to the order of [ ] (the “Holder”), in lawful money of the United States of America at such place as Holder may direct, the principal amount of $[ ] (the “Principal”), plus any accrued but unpaid interest thereon. This Convertible Promissory Note is referred to hereinafter as the “Note.” Capitalized terms that are not defined in this Note will have the meanings given to such terms in that Note Purchase Agreement by and among Maker and the purchasers named therein dated as of July 9, 2018 (the “Purchase Agreement”).
PRIVATE PLACEMENT OF LLC MEMBERSHIP INTERESTS BY AHAC SPONSOR III, LLC.Subscription Agreement • July 19th, 2021 • Alpha Healthcare Acquisition Corp Iii • Blank checks • Delaware
This Subscription Agreement (the “Subscription Agreement”) relates to an offering (the “Private Placement”) of LLC Membership Interests relying upon one or more exemptions from registration requirements of the Federal securities laws pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 as amended (“Securities Act”). None of the securities to which this Subscription Agreement relates have been registered under the Securities Act, or any U.S. state securities laws, and, unless so registered none may 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 each case only in accordance with applicable U.S. state securities laws. In addition, hedging transactions involving the securitie
COMMON STOCK PURCHASE AGREEMENT Dated as of May [__], 2023 by and among ALPHA HEALTHCARE ACQUISITION CORP. III CARMELL THERAPEUTICS CORPORATION andCommon Stock Purchase Agreement • June 8th, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May [__], 2023 (as it may be amended at or prior to the Closing hereunder, this “Agreement”), by and among [__], a [__] (the “Investor”), Alpha Healthcare Acquisition Corp. III, a Delaware blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“ALPA”), and Carmell Therapeutics Corporation, a Delaware corporation (“Carmell Therapeutics”).
Consulting AgreementConsulting Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
This Consulting Agreement (“Agreement”) is entered into between Carmell Therapeutics Corporation (the “Company”), and James Hart, MD (the “Consultant”) (each, a “Party” and, collectively, the “Parties”).
INDEMNITY AGREEMENTIndemnity Agreement • May 26th, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2023, by and between Carmell Therapeutics Corporation, a Delaware corporation (the “Corporation”), and [•] (“Indemnitee”).
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • November 14th, 2024 • Carmell Corp • Surgical & medical instruments & apparatus
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 6, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Seller”), and (iv) Carmell Corporation, a Delaware corporation (“PubCo”).
Carmell Therapeutics Corporation AMENDED AND RESTATED II CONSULTANT AGREEMENTConsultant Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
This Amended and Restated Consultant Agreement (“Agreement”) is entered into as of December 15, 2020 (the “Effective Date”) by and between Carmell Therapeutics Corporation (“Carmell”), with offices at 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania, 15203 and Dr. James Hart (“Consultant”), an individual with a place of residence at Ballynahown Circle, Fairfax, Virginia 22030. This Agreement amends and restates in its entirety the Carmell Therapeutics Corporation Consultant Agreement dated March 11, 2016 between Carmell and Consultant.
RESTRICTIVE COVENANTS AGREEMENTRestrictive Covenants Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus
This Restrictive Covenants Agreement (the “Agreement”) is entered into by and between Carmell Therapeutics Corporation (the “Company”), and Randolph Hubbell (the “Employee”). This Agreement is entered into in consideration of the Employee’s employment or continued employment by the Company, the Company’s grant of access to, and the Employee’s access to, Confidential Information belonging to the Company, as defined below, and for other good and valuable consideration.
Membership Interest Purchase Agreement by and among Axolotl Biologix, LLC, a Delaware limited liability company and Carmell Corporation, A Delaware corporation and Burns Ventures, LLC, a Texas limited liability company and a Texas individual and AXO...Membership Interest Purchase Agreement • March 26th, 2024 • Carmell Corp • Surgical & medical instruments & apparatus • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into on this March 20 , 2024, by and among Axolotl Biologix, LLC, a Delaware limited liability company, (the “Company”), Carmell Corporation, Inc., a Delaware corporation (“Seller”), Burns Ventures, LLC, a Texas limited liability company (“BVLLC”), H. Rodney Burns, an individual resident of Texas (“Burns”), AXO XP, LLC, an Arizona limited liability company (“AXPLLC”), and Protein Genomics, LLC, a Delaware corporation (“PGEN” and together with BVLLC, Burns, and AXPLLC, referred to herein individually as the (“Buyer”) and collectively as the (“Buyers”). Each of Seller and Buyers referred to as Party and, together, as Parties.
BUSINESS COMBINATION AGREEMENT BY AND AMONG ALPHA HEALTHCARE ACQUISITION CORP. III, CANDY MERGER SUB, INC. AND CARMELL THERAPEUTICS CORPORATION DATED AS OF JANUARY 4, 2023Business Combination Agreement • January 4th, 2023 • Alpha Healthcare Acquisition Corp Iii • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of January 4, 2023, is made by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (“ALPA”), Candy Merger Sub, Inc., a Delaware corporation (“Candy Merger Sub”), and Carmell Therapeutics Corporation, a Delaware corporation (the “Company”). ALPA, Candy Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
LICENSE AGREEMENT Carnegie Mellon University - CarMell, LLCLicense Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
This Agreement (hereinafter “this Agreement”) entered into as of January 30, 2008 (“Effective Date”) by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, PA (“Carnegie Mellon”) and CarMell, LLC, a limited liability corporation having a principal place of business at 6558 Darlington Road, Pittsburgh, PA 15217 (“Licensee”).
Carmell Therapeutics Corporation AMENDED AND RESTATED II CONSULTANT AGREEMENTConsultant Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
This Amended and Restated Consultant Agreement (“Agreement”) is entered into as of December 15,2020 (the “Effective Date”) by and between Carmell Therapeutics Corporation (“Carmell”), with offices at 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania, 15203 and Janet Vargo (“Consultant”), an individual with a place of residence at 1213 Evergreen Dr. Bridgewater, New Jersey. This Agreement amends and restates in its entirety the Carmell Therapeutics Corporation Consultant Agreement dated August 2, 2016 between Carmell and Consultant.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
AMENDMENT #4 TO LICENSE AGREEMENTLicense Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus
This Amendment #4 to the License Agreement (hereinafter this “Amendment #4”) has an effective date of November 23, 2021 and is entered into by and between Carnegie Mellon University (hereinafter “Carnegie Mellon”) and Carmell Therapeutics Corporation
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2024 • Carmell Corp • Surgical & medical instruments & apparatus • Pennsylvania
This Amended and Restated Executive Employment Agreement (the “Agreement”), dated August 13, 2024, is made and entered into by and between Carmell Corporation, a Delaware corporation (the “Company”) and Rajiv Shukla (the “Executive’’) and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and the Executive, a “party” and together, the “parties.”
AMENDMENT #1 TO LICENSE AGREEMENTLicense Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus
This Amendment #1 to the License Agreement (hereinafter this “Amendment”) has an effective date of July 19, 2011 and is entered into by and between Carnegie Mellon University (“Carnegie Mellon”) and Carmell Therapeutics Corporation, formerly CarMell, LLC (hereinafter “Licensee”).
CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AGREEMENT AND PLAN OF MERGER BY AND AMONG CARMELL THERAPEUTICS...Agreement and Plan of Merger • August 1st, 2023 • Carmell Corp • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 26, 2023, is made by and among Carmell Therapeutics Corporation, a Delaware corporation (“Carmell”), Aztec Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Carmell (“Merger Sub”), and Axolotl Biologix, Inc., a Delaware corporation (the “Company”). Carmell, Merger Sub, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2023 • Carmell Corp • Surgical & medical instruments & apparatus
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 9, 2023 by and among Carmell Corporation, a Delaware corporation (“Carmell”), Aztec Merger Sub, Inc., a Delaware corporation and wholly- owned direct subsidiary of Carmell (“Merger Sub”), and Axolotl Biologix, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
