10,000,000 Units Redwoods Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
The undersigned, Redwoods Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2023 • Redwoods Acquisition Corp. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of May 30, 2023, by and among Redwoods Acquisition Corp., a Delaware corporation (the “Company”), certain stockholders of ANEW Medical, Inc., a Wyoming corporation (“ANEW”), listed on the signature page hereto (the “ANEW Investors”), and the Founder Holders (as defined below, and together with the ANEW Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnification Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2022, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Edward Cong Wang (“Indemnitee”).
10,000,000 Units Redwoods Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
The undersigned, Redwoods Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 13, 2024, by and among Redwoods Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of March 30, 2022, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
March 30, 2022 Redwoods Acquisition Corp.Underwriting Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), one redeemable warrant, each warrant entitling its holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Warrants”), and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
RIGHTS AGREEMENTRights Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 30, 2022 between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
Redwoods Acquisition Corp.Underwriting Agreement • March 25th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), one redeemable warrant, each warrant entitling its holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Warrants”), and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
EMPLOYMENT AGREEMENT - CEOEmployment Agreement • October 31st, 2024 • Klotho Neurosciences, Inc. • Biological products, (no disgnostic substances) • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), with an Effective Date of October 24, 2024, is made by and between Klotho Neurosciences, Inc. (“KLTO”), a Delaware corporation, having an address located at 13576 Walnut Street, Omaha, NE 68144 (the “Company”), and Dr. Joseph Sinkule, individually (the “Executive”), with an address of 13576 Walnut Street, Omaha, NE 68144. Each of the Company and the Executive shall be a “party” and collectively shall be the “parties.”
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 25th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2022 (this “Agreement”), by and among REDWOODS ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
TERMINATION AGREEMENTTermination Agreement • November 13th, 2024 • Klotho Neurosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Termination Agreement (the “Agreement”) is made and entered into on this _______ day of October, 2024, by and between ANEW Medical, Inc., a Wyoming corporation (“ANEW”) and Teleost Biopharmaceuticals, LLC, an Arizona limited liability company (“Teleost”) (collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2024 • Klotho Neurosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2024, between Klotho Neurosciences, Inc., a Delaware corporation (the “Company”), and Austria Capital LLC (the “Purchaser”) and collectively with the Company, the “Parties”).
First Amendment to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 7th, 2023 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
This FIRST Amendment to THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of November 4, 2023, is entered into by and among Redwoods Acquisition Corp., a Delaware corporation (“Buyer”), ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL, INC., a Wyoming corporation (the “Company”). Buyer, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
BUSINESS COMBINATION AGREEMENT BY AND AMONG REDWOODS ACQUISITION CORP., ANEW MEDICAL SUB, INC. AND ANEW MEDICAL, INC. DATED AS OF MAY 30, 2023Business Combination Agreement • June 5th, 2023 • Redwoods Acquisition Corp. • Blank checks • Wyoming
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of May 30, 2023, is made by and among Redwoods Acquisition Corp., a Delaware corporation (“Redwoods”), ANEW Medical Sub, Inc., a Wyoming corporation (“Merger Sub”), and ANEW Medical, Inc., a Wyoming corporation (the “Company”). Redwoods, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and Section 1.2.
LICENSE AGREEMENTLicense Agreement • February 1st, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances) • England and Wales
Reliance Life Sciences Private Limited, a company incorporated under the laws of India, having its registered office at Dhirubhai Ambani Life Sciences Center, Thane - Belapur Road, Rabale, Navi Mumbai - 400 701, India, and its Affiliates (“RLS”)
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • February 1st, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
This Sponsored Research Agreement (this “Agreement”), effective as of January 24, 2023 (“Effective Date”), is made and entered into by and between ANEW MEDICAL, INC. a private Delaware corporation having its principal offices at ANEW MEDICAL, INC., 13576 Walnut Street, Omaha, Nebraska 68144 USA (“Sponsor” or the “Company”)
LICENSE AGREEMENT ANDLicense and Technology Transfer Agreement • February 1st, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
Universitat Autònoma de Barcelona (hereinafter, “UAB”), an institution organized as a university under the laws of Spain, with registered offices at Campus de la UAB, Plaza Cívica, s/n, 08193 Bellaterra, Spain, provided with Tax Identification number (CIF), Q-0818002-H, duly represented by Dr. Armando Sánchez Bonastre, acting in his capacity as Vice-rector for Research and Transfer of UAB, appointed by the Rector on November 13, 2020; and by virtue of the Resolution of November 23, 2020 for the present purposes and by virtue of the provisions of Article 75 of the Statutes of the UAB, approved by Decree 237/2003 of October 8, of the Generalitat de Catalunya;
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 5th, 2023 • Redwoods Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is entered into by and among the persons listed on the signature page hereto (each, a “Supporter”), ANEW Medical, Inc., a Wyoming corporation (the “Company”), Redwoods Acquisition Corp., a Delaware corporation (“Redwoods”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 5th, 2023 • Redwoods Acquisition Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT, dated as of May 30, 2023 (this “Voting Agreement”), is entered into by and among ANEW Medical, Inc., a Wyoming corporation (the “Company”), certain stockholders of the Company listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Redwoods Acquisition Corp., a Delaware corporation (“RWOD”). Capitalized terms used but not defined in this Voting Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
FORM OF CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 4, 2025Convertible Security Agreement • December 10th, 2024 • Klotho Neurosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Convertible Promissory Note of Klotho Neurosciences, Inc., a Delaware corporation (the “Company”) designated as its Convertible Note due December 4, 2025 (this “Note”).
Redwoods Acquisition Corp.Side Letter to Business Combination Agreement • April 17th, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
Reference is made to that certain Business Combination Agreement, dated May 30, 2023 (as amended by the first amendment thereto, the “Merger Agreement”), by and among Redwoods Acquisition Corp., a Delaware corporation (the “Company”), Anew Medical Sub, Inc., a Wyoming corporation and direct, wholly owned subsidiary of Redwoods (“Merger Sub”), and Anew Medical, Inc., a Wyoming corporation (“ANEW”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.
LICENSE AGREEMENTLicense Agreement • February 1st, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
THIS LICENSE AGREEMENT (the “Agreement”) is made and executed on this 27th day of January, 2023 (“Effective Date”) by and between (1) Anew Medical Acquisition Corp (“AMAC”) a Wyoming corporation with an address of 13576 Walnut Street, Omaha, NE 68144 USA (hereinafter referred to as “ANEW” or “the Company”) and Affiliates, successors and permitted assigns; and (2) TELEOST BIOPHARMACEUTICALS, LLC an Arizona Corporation, with principal place of business at 2500 Dartmouth Street, Boulder, CO 80305 USA (“TELEOST”). ANEW and TELEOST are individually referred to as a “Party” and jointly as “Parties”.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 4th, 2023 • Redwoods Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 4, 2023, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 30, 2022, by and between the parties hereto (the “Trust Agreement”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • February 1st, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances)
This Non-Exclusive License Agreement (this “Agreement”), is dated and effective as of 20 January, 2023 (the “Effective Date”), and is made and entered into between Heidelberg University, an institution of higher education having an address at Grabengasse 1, 69117 Heidelberg, Germany (“University”), and ANEW MEDICAL, Inc., having an address at 13576 Walnut Street, Omaha, NE, USA (“Company”) (independently “Party” and collectively the “Parties”).
Administrative Services AgreementAdministrative Services Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks
This Administrative Services Agreement (this “Agreement”) entered into as of March 30, 2022, by and between Redwoods Capital LLC (the “Provider”) and Redwoods Acquisition Corp. (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redeemption Agreement • May 10th, 2024 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of May 9, 2024, is made by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defined below).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 4th, 2022 • Redwoods Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of March 30, 2022 (this “Agreement”), by and among REDWOODS ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 14th, 2023 • Redwoods Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 13, 2023, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 30, 2022, by and between the parties hereto (as amended by Amendment No.1 thereto, the “Trust Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • June 5th, 2023 • Redwoods Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of May 30, 2023, by and between the undersigned holders of ANEW Medical, Inc., a Wyoming corporation (the “Holders”) and Redwoods Acquisition Corp., a Wyoming corporation (“RWOD”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
