Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA)

Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) July 6, 2023

Chairman & CEO, Alpha Healthcare Acquisition Corp. III

Executive Chairman of

4-time public company CEO, since 2013

Served as Director on the Boards of 14 companies

Raised $500+ million via

IPO+PIPE as CEO since 2017

Closed ~$65 billion in healthcare acquisitions at Pfizer and investment career at Morgan Stanley Investment

Management & Citi Venture Capital International

Conducted 45+ healthcare equity investments including multiple

roll-ups/control investments

Began career at the Boston Consulting Group

Bachelors in Pharmaceutics, Indian Institute of Technology

Masters in Healthcare

Management, Harvard University

Carmell Therapeutics

Chief Executive Officer of New Carmell

Former Chief Commercial Officer at Cardiva Medical

Vice President, Strategic Marketing, J&J Biosurgery. Expanded sales footprint from 10 to 30 countries resulting in 60% sales growth over 2008-13

Worldwide Vice President, Global Strategic Marketing, Pain Therapeutics and Cardiology, J&J

Launch leader at Cordis, J&J, for the first drug-eluting stent, CYPHER, that achieved $1 billion in US sales within 8 months of launch

Previously at Boston Scientific and IBM

Bachelors in Engineering from Tulane

Masters in Business Administration from Loyola University

BACKGROUND 1. Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) and Carmell Therapeutics announced the execution of a definitive

Merger Agreement on January 4, 2023 2. Shareholder Vote to consider the Merger is scheduled for July 11, 2023 for shareholders as of Record Date of June 20, 2023 3. Redemption deadline is July 7, 2023 4. Carmell is developing

Allogeneic PRP (Platelet-Rich Plasma) technology based on original science conducted at Carnegie Mellon University 5. Carmell s R&D programs are focused on two verticals: Orthopedics Soft tissue 6. Through a combination of in-house R&D, rollups and business development, we plan to build a leading player in Aesthetics and Orthopedics 2

CARMELL INVESTMENT HIGHLIGHTS 1. Platform product with multiple therapeutic applications 2. Clinical proof of concept from Phase II

trial 3. Fast Track designation granted by the US FDA for Phase 2 candidate 4. 21 issued patents valid until 2031 5. Deeply experienced team with shared experience at Johnson & Johnson 6. Attractive valuation relative to other Phase II

biotech companies 7. Numerous valuation inflection points before market launch 3

CARMELL TECHNOLOGY PLATFORM: Allogeneic Pooled PRP Carmell Allogeneic PRP Potential Benefits of Carmell PRP Pooled plasma from

healthy volunteers Ready to use. Projected shelf life of 1-2 years potentially delivers better platelet counts vs Bioactive for weeks at application site a patient s own platelets No

need to draw blood from patient in 13 release tests that assure lot-to-lot clinical setting consistency including 3 potency assays No need to train staff

in PRP extraction Novel cross-linker to drive sustained release of growth factors Lower potential for process variability. Deliver growth factors consistently (i.e. PDGF, Barriers to entry: 21 issued patent protection VEGF, EGF,

FGF, IGF, etc.) and manufacturing know-how Potential Applications of Carmell PRP Soft Tissue Androgenetic Alopecia Skin rejuvenation (cosmeceutical) Active soft tissue repair

Orthopedic FDA clearance to initiate 2nd Phase 2 trial (HEAL II) for Healing Tibia Fractures with IM (Intermedullary) Rodding 4

CARMELL PRODUCT PIPELINE

Applications Indication Comments

HEAL II (Healing Enhanced & Accelerated in Long-bone Tibia Fracture Healing fracture), FDA indicated study may proceed under existing Phase II

(FDA Fast Track Granted) IND. CRO agreements signed and study preparation on-going with site selection, IRB submissions, contracts.

Type C meeting with FDA completed, CRO agreements signed Phase II

Fusion and amendment to existing IND being prepared for preparation Orthopedic submission to FDA.

Interbody cage model with two month ex-vivo samples Spinal Fusion Preclinical completed with ongoing image analysis and histology First and second surgeries complete with planned ex-vivo Dental Bone Grafts

Preclinical samples scheduled.

Actively working on module for MDR submission for a EU MDR Submission Submission potential class III medical device approval with

the European (for Tibia Fracture) preparation Union.

Actively working with Key

Opinion Leaders and regulatory Androgenetic Alopecia Preclinical experts to finalize preclinical design.

Soft Tissue Two preclinical studies completed, radiation burn study and Chronic Wound Healing Preclinical skin flap model, with additional information on wound healing from HEAL I.

Next preclinical study being planned.

Orthopedic product: designated as combination product (allogeneic PRP + ²TCP) regulated as a biologic in

the US and is designated as a Class III Medical Device in the EU.

Soft Tissue product: allogeneic PRP, regulated as a biologic in the US.

POSITIONING CARMELL FOR SUCCESS

Build skin & hair Aesthetics: Alopecia and skin rejuvenation Fragmented markets with mix of

mid-sized and rejuvenation Develop innovative products inhouse, smaller companies (e.g., Merz, InMode, market leader starting with Alopecia Establishment Labs, Beauty Health in aesthetics and MiMedix,

Organogenesis, Integra in wound

- Roll-up commercial stage products and healing) companies

High unmet need for a differentiated, clinically Active soft tissue repair: diabetic foot proven technology in a mix of reimbursed and ulcers, burn injuries self-pay markets

- Acquire commercial stage products and Potential for accelerating profitability companies

Aesthetics Median EV/Revenue multiple is

- Expand label to additional indications much

higher than MedTech Industry median Monetize Out-license to big-MedTech after Many large companies (Stryker, J&J, Zimmer technology establishing

clinical efficacy Biomet, Medtronic, Smith & Nephew, Globus, platform in lead Tibia fracture etc.) provide multiple pathways to the applications customer

(e.g. Orthopedics, Potential for

non-dilutive cash infusion Sports medicine) Foot/ankle fusion

Mix of licensing models available

- Dental void filler

Additional expansion opportunities available beyond the initial

CREATING SHAREHOLDER VALUE: ACQUISITIONS & DEAL MAKING

Carmell THERAPEUTICS

ALPA 100% Candy Merger Sub Carmell Therapeutics

New Ticker: CTCX 100% Carmell Therapeutics

CTCX 100% Carmell Therapeutics TargetCo 2 TargetCo 3

Merger Announced in Jan 2023

Merger Closing in mid-2023

Bolt-on Acquisitions Commercial Assets

Phase 2 trial for Tibia Fracture / FA Fusion

Out-license to MedTech

Accelerate Alopecia R&D

Topical Skin Care R&D

NON-BINDING LOI TO ACQUIRE COMMERCIAL STAGE COMPANY

Target manufactures and develops human allograft products for active soft tissue repair, aesthetics and orthopedic indications.

Target s marketed products meet all criteria for regulation under section 361 of the PHS Act and 21 CFR part 1271 as affirmed by the FDA Tissue Reference Group (TRG).

As of March 31, 2023, the Target had achieved ~$50 million in unaudited trailing 12-month

( TTM ) net revenue and ~$5 million in unaudited TTM EBITDA from the sales of its products.

Two of the Target s products were added to CMS Part B Drug and Biological Average Sales Price pricing files

Target became a preferred vendor via a national pricing contract with one of the top 3 largest group purchasing organizations serving over 1,500 hospitals in the United

Per the terms of the LOI, the Target s shareholders will receive $65 million in Initial Equity Valuation at Closing (structured as

$8 million in cash and $57 million in CTCX stock) plus up to $75 million in Milestone Equity Payments (structured as 12% cash and 88% in CTCX stock) linked with the achievement of revenue and business milestones.

The Target s shareholders will be locked up for 12 months following closing.

SOFT TISSUE APPLICATIONS

US AESTHETICS MARKET IS GROWING RAPIDLY

20-65 (men and women)

Addressable consumers with income>$50,000

Have had an aesthetics procedure

Consumer Spending, $ billions

40 ~1 million ~6 million 37

Had skin tightening procedure Had injectables procedure

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