The purchase consideration for the Acquisition is as follows:

• Approximately $1.1 million in Carmell common stock at the closing of the Acquisition (the "Closing");
• Approximately $57,000 in cash upon the sale of specified inventory existing as of the Closing;
• Contingent earnout consideration consisting of:
  • 5% of net sales from Elevai's existing products paid annually during the 5-year period following the Closing, and
  • a one-time milestone payment of $500,000 if Elevai's hair and scalp products achieve $500,000 in net revenue within 24 months following the Closing; and
• Carmell's assumption of contractual liabilities and trade payables of Elevai at the Closing.

As part of the Acquisition, Carmell expects to acquire the following assets of Elevai:

• Product portfolio with trailing twelve-month revenue of approximately $2.5 million;
• Commercial and product development team;
• Finished and work-in-process inventory of approximately $1.0 million; and
• Accounts receivable of approximately $0.03 million.