10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 19, 2023Alpha Healthcare Acquisition Corp Iii • March 23rd, 2023 • 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.
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”).
CONVERTIBLE PROMISSORY NOTEAlpha Healthcare Acquisition Corp Iii • March 23rd, 2023 • 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”).
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”).
Carmell Therapeutics Corporation AMENDED AND RESTATED II CONSULTANT AGREEMENTIi Consultant 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.
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 AGREEMENTIi Consultant 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 AGREEMENTRestrictive Covenants 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
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”).
Carmell Therapeutics Corporation AMENDED AND RESTATED 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 Donna Godward (“Consultant”), an individual with a place of residence at 11903 W State Road 250, Deputy, IN. 47230.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made this 17th day of February, 2016, is entered into by and between Carmell Therapeutics Corporation (the “Company”), a Delaware corporation, with its principal place of business at 3636 Boulevard of the Allies, Pittsburgh, PA 15213, and Randolph W. Hubbell (the “Employee”), residing at 3292 Spruce Drive, Doylestown, PA 18902.
AMENDMENT #3 TO LICENSE AGREEMENTLicense Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus
This Amendment #3 to the License Agreement (hereinafter this “Amendment #3”) has an effective date of February 27, 2020 and is entered into by and between Carnegie Mellon University (“Carnegie Mellon”) and Carmell Therapeutics Corporation (hereinafter “Licensee”).
AMENDMENT #2 TO LICENSE AGREEMENTLicense Agreement • March 23rd, 2023 • Alpha Healthcare Acquisition Corp Iii • Surgical & medical instruments & apparatus
This Amendment #2 to the License Agreement (hereinafter this “Amendment”) has an effective date of February 8, 2016 and is entered into by and between Carnegie Mellon University (“Carnegie Mellon”) and Carmell Therapeutics Corporation (hereinafter “Licensee”).
