WARRANT AGREEMENTWarrant Agreement • July 2nd, 2010 • Aldagen Inc • Biological products, (no disgnostic substances) • New York
This Warrant Agreement made as of [ ], 2010, is between Aldagen, Inc., a Delaware corporation, with offices at 2810 Meridian Parkway, Suite 148, Durham, NC 27713 (the “Company”), and StockTrans, Inc., with offices at 44 West Lancaster Avenue, Ardmore, PA 19003 (the “Warrant Agent”).
ContractAldagen Inc • October 28th, 2009 • Biological products, (no disgnostic substances) • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR IN ACCORDANCE WITH APPLICABLE LAW.
MASTER SECURITY AGREEMENT No. 3081025 Dated as of May 27, 2003 (“Agreement”)Master Security Agreement • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and StemCo Biomedical, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 2810 Meridian Parkway, Suite 148, Durham, NC 27713.
ALDAGEN, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 15, 2006Investor Rights Agreement • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 15th day of December 2006, by and among Aldagen, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series C Preferred Stock (the “Series C Stock”) listed on Exhibit A attached hereto (the “Series C Holders,” or “Investors”), the holders of the Company’s Series A Preferred Stock (the “Series A Stock”) listed on Exhibit B attached hereto (the “Series A Holders”), the holders of the Company’s Series B Preferred Stock (the “Series B Stock,” and together with the Series C Stock and Series A Stock, the “Preferred Stock”) listed on Exhibit B attached hereto (the “Series B Holders,” and together with the Series C Holders and Series A Holders, the “Preferred Holders”), the holders of warrants exercisable for shares of the Company’s Series B Stock (the “Warrants”) listed on Exhibit B attached hereto (the “Warrant Holders”), and those holders of the Company’s Common Stock list
ContractAldagen Inc • October 28th, 2009 • Biological products, (no disgnostic substances) • North Carolina
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
PREFERRED STOCK WARRANTPreferred Stock Warrant • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • Virginia
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, a Delaware corporation, (“Holder”) is entitled to subscribe for and purchase [*] shares of the fully paid and nonassessable Series B Preferred Stock (the “Shares” or the “Preferred Stock”) of StemCo Biomedical, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series B Preferred Stock” shall mean the Company’s presently authorized Series B Preferred Stock, and any stock into which such Series B Preferred Stock may hereafter be exchanged.
ALDAGEN, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of April 1, 2009, by and between Square 1 Bank (“Bank”) and ALDAGEN, INC. (“Borrower”).
ContractPreferred Stock Purchase Warrant • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • North Carolina
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
ContractAldagen Inc • October 28th, 2009 • Biological products, (no disgnostic substances) • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR IN ACCORDANCE WITH APPLICABLE LAW.
LICENSE AGREEMENTLicense Agreement • December 9th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • North Carolina
THIS LICENSE AGREEMENT (the “AGREEMENT”) made and entered into October 12, 2000 (the “EFFECTIVE DATE”), by and between DUKE UNIVERSITY, a North Carolina not-for-profit corporation, (hereinafter called “DUKE”), having its principal office at Durham, North Carolina 27708, and STEMCO BIOMEDICAL, INC., a Delaware corporation organized under the laws of Delaware (hereinafter called “STEMCO”), having a mailing address at P.O. Box 14509, Research Triangle Park, North Carolina 27709.
STANDARD LEASE WITH StemCo Biomedical, Inc.Standard Lease • May 9th, 2008 • Aldagen Inc
THIS STANDARD LEASE (“Lease”) is made and entered into as of the ___ day of June, 2003, by and between CMD PROPERTIES, INC. (“Landlord”), an Illinois corporation, and StemCo Biomedical, Inc. (‘Tenant”), a Delaware corporation.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 9th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of March 1, 2006 (the “Effective Date”) by and between Aldagen, Inc., a Delaware corporation (the “Company”), and W. Thomas Amick (the “Executive”), an individual residing in Emerald Isle, NC.
CONSULTING AGREEMENTConsulting Agreement • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • North Carolina
THIS CONSULTING is made and entered into as of the 23st day of July , 2009, by and between Unicorn Pharma Consulting, whose address is 6412 Westbourne Drive, Brentwood, TN 37027 (herein after “CONSULTANT”), and Aldagen, INC., whose address is 2810 Meridian Parkway, Suite 148 Road, Durham, North Carolina (hereinafter “Aldagen”).
LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY STEMCO BIOMEDICAL, INC. JHU Ref: [ * ]License Agreement • May 9th, 2008 • Aldagen Inc • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 111 Market Place, Suite 906, Baltimore, MD 21202 (“JHU”) and Stemco Biomedical, Inc., a Delaware corporation having a mailing address c/o Hutchison and Mason, PLLC, Suite 100, 3110 Edwards Mill Rd., Raleigh, NC 27612 (Company), with respect to the following:
ALDAGEN, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2008 • Aldagen Inc • North Carolina
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.
STANDARD LEASE WITH StemCo Biomedical, Inc.Lease Agreement • October 28th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • North Carolina
THIS STANDARD LEASE (“Lease”) is made and entered into as of the ___ day of June, 2003, by and between CMD PROPERTIES, INC. (“Landlord”), an Illinois corporation, and StemCo Biomedical, Inc. (‘Tenant”), a Delaware corporation.
LICENSE AGREEMENTLicense Agreement • December 9th, 2009 • Aldagen Inc • Biological products, (no disgnostic substances) • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 111 Market Place, Suite 906, Baltimore, MD 21202 (“JHU”) and Stemco Biomedical, Inc., a Delaware corporation having a mailing address c/o Hutchison and Mason, PLLC, Suite 100, 3110 Edwards Mill Rd., Raleigh, NC 27612 (Company), with respect to the following:
ContractAldagen Inc • October 28th, 2009 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT TO PURCHASE SHARES OF CAPITAL STOCK (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
LICENSE AGREEMENTLicense Agreement • May 9th, 2008 • Aldagen Inc • North Carolina
THIS LICENSE AGREEMENT (the “AGREEMENT”) made and entered into October 12, 2000 (the “EFFECTIVE DATE”), by and between DUKE UNIVERSITY, a North Carolina not-for-profit corporation, (hereinafter called “DUKE”), having its principal office at Durham, North Carolina 27708, and STEMCO BIOMEDICAL, INC., a Delaware corporation organized under the laws of Delaware (hereinafter called “STEMCO”), having a mailing address at P.O. Box 14509, Research Triangle Park, North Carolina 27709.
