0000950170-24-126725 Sample Contracts

Carmell Corporation
Grant 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:

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FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT
Forward 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”).

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