0001213900-21-002924 Sample Contracts

GRANT AGREEMENT
Grant 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”).

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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 AGREEMENT
Exclusive 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 AGREEMENT
Employment 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”).

CONSULTING SERVICES AGREEMENT
Consulting 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 AGREEMENT
Exclusive 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. 4 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LONGEVERON LLC
Limited Liability Company 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;

EXCLUSIVE LICENSE AGREEMENT
Exclusive 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 AGREEMENT
Exclusive 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”).

AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF LONGEVERON LLC
Limited Liability Company Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Delaware

WHEREAS, The 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;

AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LONGEVERON LLC
Limited Liability Company 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;

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