0001437749-26-028011 Sample Contracts
10% SENIOR SECURED CONVERTIBLE NOTE DUE February 13, 2028Convertible Security Agreement • August 14th, 2026 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
THIS 10% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Notes of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2403 Sidney Street, Suite 300, Pittsburgh, PA 15203, designated as its 10% Senior Secured Convertible Note due February 13, 2028 (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 the Company, par value $0.0001 per share (the “Common Stock”), in accordance with the terms of the Notes.
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 14th, 2026 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This SUBSIDIARY GUARANTEE (this “Guarantee”), dated as of August 13, 2026, is made by Carmell Regen Med Corporation, a Delaware corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”), and Carmell Cosmetics Corporation, a Delaware corporation (“Carmell Cosmetics” and, together with Elevai, Carmell Regen and Carmell Cosmetics, collectively, the “Guarantors” and, each, a “Guarantor”), in favor of Puritan Partners LLC (the “Purchaser”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 14th, 2026 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 13, 2026 (this “Agreement”), among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), Carmell Regen Med Corporation, a Delaware corporation, Carmell Cosmetics Corporation, a Delaware corporation (collectively with the Company and each other Debtor from time to time hereunder, the “Debtors” and each, a “Debtor”) and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2026 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2026, by and among Longevity Health Holdings, Inc, a Delaware corporation whose principal place of business is located at 2403 Sidney Street, Suite 300 Pittsburgh, PA 15203 (the “Company”), Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation), a Delaware corporation and wholly owned subsidiary of the Company (“Carmell Regen”), and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 14th, 2026 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This Amended and Restated Intellectual Property Security Agreement (“IP Security Agreement”) dated as of August 13, 2026, is made and entered into by and among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the Intellectual Property Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent.
SETTLEMENT AGREEMENTSettlement Agreement • August 14th, 2026 • Longevity Health Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This Settlement Agreement (the “Settlement Agreement”) is entered into as of the 13th day of August, 2026 (the “Closing Date”), by and among plaintiff Puritan Partners LLC (“Puritan” or “Plaintiff’), on the one hand, and defendant Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation), a Delaware corporation (“Carmell Regen”), and defendant Longevity Health Holdings, Inc., a Delaware corporation (f/k/a Carmell Corporation, Carmell Therapeutics Corporation and Alpha Healthcare Acquisition Corp. III) (“Parent”, together with Carmell Regen, are collectively referred to as “Longevity” or the “Company”), on the other hand, with reference to the following Recitals. Puritan and Longevity are each individually referred to herein as a “Party,” and collectively referred to herein as the “Parties.”