Carmell Corp

We currently have seven directors, and the terms of office of the directors are divided into three classes:

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Class I, whose term will expire at the annual meeting of stockholders to be held in 2024;

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Class II, whose term will expire at the annual meeting of stockholders to be held in 2025; and

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Class III, whose term will expire at the annual meeting of stockholders to be held in 2026.

Class I consists of David Anderson and Richard Upton, Class II consists of Scott Frisch, Kathryn Gregory, and Gilles Spenlehauer, and Class III consists of Rajiv Shukla and Patrick Sturgeon. At each annual meeting of stockholders, the successors to directors whose terms will then expire shall serve from the time of election and qualification until the third annual meeting following election and until their successors are duly elected and qualified. A resolution of the Board may change the authorized number of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in control or management of our company.