AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.1
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”) is made and entered into as of June 24, 2025 by and among Longevity Health Holdings, Inc., a Delaware corporation (“Parent”), Longevity Health Biomarkers, Inc., a Delaware corporation (“Merger Sub”), 20/20 Biolabs, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as the Stockholder Representative (the “Stockholder Representative” and, together with Parent, Merger Sub and the Company, collectively, the “Parties” and each, individually, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of April 11, 2025 (the “Agreement”);
WHEREAS, the Parties desire to amend the Agreement as set forth below;
WHEREAS, Section 10.2 of the Agreement provides that the Agreement may be amended in whole or in part, by an agreement in writing executed by each of the Parties; and
WHEREAS, each of the Parent Board, Company Board, and the board of directors of Merger Sub has approved the execution and delivery of this Amendment No. 1.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Amendment No. 1, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
“(k) automatically, and without any further action by the Parent or the Company, on July 8, 2025 (the “Due Diligence Contingency Deadline”), unless extended in writing by the mutual agreement of the Parent and the Company.”
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed as of the date first written above by their respective officers thereunto duly authorized.
LONGEVITY HEALTH HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
LONGEVITY HEALTH BIOMARKERS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer and President
20/20 BIOLABS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
Solely in the capacity as the Stockholder Representative,
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇