Common use of First Tranche Clause in Contracts

First Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on November 30, 2024 (the “First Tranche Closing Date”), 500,000 shares of Common Stock (the “First Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “First Tranche Purchase Price”). The First Tranche Purchase Price shall be paid on or before the First Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the First Tranche Closing Date. (b) On the First Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the First Tranche Closing Date, a direct registration book entry statement (a “DRS Statement”) reflecting 377,864 of the shares of the Common Stock purchased by Juvenescence at the First Tranche Closing Date. The Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Company at the First Tranche Closing Date a certificate for 122,136 shares of Common Stock in the name of Juvenescence, to be held by the Company pursuant to that certain pledge agreement (the “Pledge Agreement”) attached hereto as Exhibit C until the Second Tranche Closing has occurred (collectively, the “Pledged Shares”). If the Second Tranche Closing (as defined in Section 2.2 below) does not occur on or before 12:00 p.m. (Eastern Standard Time) on or before January 31, 2025 (the “Second Tranche Closing Deadline”) due to Juvenescence’s failure to comply with the terms of this Agreement, then all of the shares comprising the Pledged Shares shall be transferred to the Company pursuant to the Pledge Agreement effective as of the Second Tranche Closing Deadline. (c) On or before the First Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following: (i) this Agreement duly executed by the Company; (ii) an Officer’s Certificate, in form and substance reasonably satisfactory to Juvenescence, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of the Company complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of the Company the incumbency of each officer of the Company executing this Agreement or any document delivered in connection with the Closing; and (iii) the Company’s wire instructions. (d) On or before the First Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by Juvenescence; (ii) the Post-Merger Warrant Irrevocable Transfer Power, executed by Juvenescence; (iii) the Pledge Agreement and all exhibits, executed by Juvenescence; (iv) the First Tranche Purchase Price, paid in accordance with Section 2.1(a); and (v) an Officer’s Certificate, in form and substance reasonably satisfactory to the Company, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of Juvenescence complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Juvenescence the incumbency of each officer of Juvenescence executing this Agreement or any document delivered in connection with the Closing. (e) The obligations of the Company to sell and issue the First Tranche Shares to Juvenescence on the First Tranche Closing Date is subject to the fulfillment, to the Company's reasonable satisfaction, on or before the First Tranche Closing Date, of each of the following conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the First Tranche Closing Date of the representations and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Juvenescence required to be performed at or prior to the First Tranche Closing Date shall have been performed; and (iii) the delivery by Juvenescence of the items set forth in Section 2.1(d) of this Agreement. (f) The obligations of Juvenescence to purchase the First Tranche Shares from the Company at the First Tranche Closing is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the First Tranche Closing Date, of each of the following conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the First Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the First Tranche Closing Date shall have been performed; and (iii) the delivery by the Company of the items set forth in Section 2.1(c) of this Agreement.

First Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on November 30, 2024 (the “First Tranche Closing Date”), 500,000 shares of Common Stock (the “First Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “First Tranche Purchase Price”). The First Tranche Purchase Price shall be paid on or before the First Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the First Tranche Closing Date. (b) On the First Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the First Tranche Closing Date, a direct registration book entry statement (a “DRS Statement”) reflecting 377,864 of the shares of the Common Stock purchased by Juvenescence at the First Tranche Closing Date. The Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Company at the First Tranche Closing Date a certificate for 122,136 shares of Common Stock in the name of Juvenescence, to be held by the Company pursuant to that certain pledge agreement (the “Pledge Agreement”) attached hereto as Exhibit C until the Second Tranche Closing has occurred (collectively, the “Pledged Shares”). If the Second Tranche Closing (as defined in Section 2.2 below) does not occur on or before 12:00 p.m. (Eastern Standard Time) on or before January 31, 2025 (the “Second Tranche Closing Deadline”) due to Juvenescence’s failure to comply with the terms of this Agreement, then all of the shares comprising the Pledged Shares shall be transferred to the Company pursuant to the Pledge Agreement effective as of the Second Tranche Closing Deadline. (c) On or before the First Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following: (i) this Agreement duly executed by the Company; (ii) an Officer’s Certificate, in form and substance reasonably satisfactory to Juvenescence, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of the Company complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of the Company the incumbency of each officer of the Company executing this Agreement or any document delivered in connection with the Closing; and (iii) the Company’s wire instructions. (d) On or before the First Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by Juvenescence; (ii) the Post-Merger Warrant Irrevocable Transfer Power, executed by Juvenescence; (iii) the Pledge Agreement and all exhibits, executed by Juvenescence; (iv) the First Tranche Purchase Price, paid in accordance with Section 2.1(a); and (v) an Officer’s Certificate, in form and substance reasonably satisfactory to the Company, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of Juvenescence complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Juvenescence the incumbency of each officer of Juvenescence executing this Agreement or any document delivered in connection with the Closing. (e) The obligations of the Company to sell and issue the First Tranche Shares to Juvenescence on the First Tranche Closing Date is subject to the fulfillment, to the Company's ’s reasonable satisfaction, on or before the First Tranche Closing Date, of each of the following conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the First Tranche Closing Date of the representations and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Juvenescence required to be performed at or prior to the First Tranche Closing Date shall have been performed; and (iii) the delivery by Juvenescence of the items set forth in Section 2.1(d) of this Agreement. (f) The obligations of Juvenescence to purchase the First Tranche Shares from the Company at the First Tranche Closing is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the First Tranche Closing Date, of each of the following conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the First Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the First Tranche Closing Date shall have been performed; and (iii) the delivery by the Company of the items set forth in Section 2.1(c) of this Agreement.