DEALER-MANAGER AGREEMENTDealer-Manager Agreement • August 18th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $3.00 per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”
