COMMON STOCK PURCHASE WARRANT VYANT BIO, Inc.Common Stock Purchase Warrant • April 5th, 2021 • Vyant Bio, Inc. • Services-medical laboratories • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FOD Capital, LLC or its assigns (the “Holder”), located at 7009 Shrimp Rd., Suite 4, Key West, FL 33040, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof or prior to 5:00 p.m. (New York City time) on February 23, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vyant Bio, Inc. (the “Company”), up to 143,890 shares of the common stock of the Company, par value $.001 per share (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of common stock (the “Common Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This warrant is being issued under the Agreement and Plan of Merger and Reorganization, dated as of August 21, 2020, as amended, (the “Merger Agreement”) by and among Cancer Genetic
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2021 • Cancer Genetics, Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2021, between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • Cancer Genetics, Inc • Services-medical laboratories
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2021, by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
CANCER GENETICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2015 • Cancer Genetics, Inc • Services-medical laboratories • New York
The undersigned, Cancer Genetics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Cancer Genetics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC. and Feltl and Company, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2021 • Cancer Genetics, Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021, between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2011 • Cancer Genetics, Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011 by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 16th, 2015 • Cancer Genetics, Inc • Services-medical laboratories • New York
Cancer Genetics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2022 • Vyant Bio, Inc. • Services-medical laboratories • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2022, by and between VYANT BIO, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT Cancer Genetics, Inc.Common Stock Purchase Warrant • February 1st, 2021 • Cancer Genetics, Inc • Services-medical laboratories
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 3, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cancer Genetics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT CANCER GENETICS, INC.Common Stock Purchase Warrant • December 8th, 2017 • Cancer Genetics, Inc • Services-medical laboratories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June , 2019(1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cancer Genetics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between CANCER GENETICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • October 21st, 2013 • Cancer Genetics, Inc • Services-medical laboratories • New York
The undersigned, Cancer Genetics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Cancer Genetics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 3rd, 2020 • Cancer Genetics, Inc • Services-medical laboratories • New York
Cancer Genetics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PURCHASE AGREEMENTPurchase Agreement • March 30th, 2022 • Vyant Bio, Inc. • Services-medical laboratories • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2022, by and between VYANT BIO, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2016 • Cancer Genetics, Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May , 2016, between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 16th, 2017 • Cancer Genetics, Inc • Services-medical laboratories • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2017 by and between CANCER GENETICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2019 • Cancer Genetics, Inc • Services-medical laboratories • New York
The undersigned, Cancer Genetics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cancer Genetics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CANCER GENETICS, INC.Placement Agent Agreement • February 16th, 2021 • Cancer Genetics, Inc • Services-medical laboratories • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cancer Genetics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 18, 2020.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2017 • Cancer Genetics, Inc • Services-medical laboratories • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 14, 2017, by and between CANCER GENETICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Vyant Bio, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 11th, 2022 • Vyant Bio, Inc. • Services-medical laboratories • New York
As further set forth in this agreement (this “Agreement”), Vyant Bio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Canaccord Genuity LLC (the “Agent”), as sales agent, the Company’s common stock, $0.0001 par value per share (the “Common Shares”) (such Common Shares to be sold pursuant to this Agreement, the “Shares”), having an aggregate offering price of up to $20,000,000, on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
Securities Purchase AgreementSecurities Purchase Agreement • July 18th, 2018 • Cancer Genetics, Inc • Services-medical laboratories • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of July 17, 2018, is entered into by and between Cancer Genetics, Inc., a Delaware corporation (“Company”), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2020 • Cancer Genetics, Inc • Services-medical laboratories • New York
The undersigned, Cancer Genetics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cancer Genetics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entir
Note Purchase AgreementNote Purchase Agreement • October 25th, 2019 • Cancer Genetics, Inc • Services-medical laboratories • Utah
This Note Purchase Agreement (this “Agreement”), dated as of October 21, 2019, is entered into by and between Cancer Genetics, Inc., a Delaware corporation (“Company”), and Atlas Sciences, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2017 • Cancer Genetics, Inc • Services-medical laboratories
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 22, 2017 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) CANCER GENETICS, INC., a Delaware corporation (“Parent”) and (ii) GENTRIS, LLC, a Delaware limited liability company (“Delaware Subsidiary”; and together with Parent, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, and replaces, the terms of (and obligations outstanding under) that certain Loan and Security Agreement among Borrower and Bank dated as of May 7, 2015, as amended by that certain Consent and First Amendment to Loan and Security Agreement between Borrower and Bank dated as of February 9, 2016, and as further amended by that certain Waiver and Second Amendment to Loan and Security Agreement between Borrower and Bank
September 9, 2016Exclusive Agency Agreement • September 9th, 2016 • Cancer Genetics, Inc • Services-medical laboratories • New York
VYANT BIO, INC. 2021 STOCK INCENTIVE PLANIncentive Stock Option Grant Agreement • April 5th, 2021 • Vyant Bio, Inc. • Services-medical laboratories • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Vyant Bio, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
VYANT BIO, INC. 2020 STOCK INCENTIVE PLANNonqualified Stock Option Grant Agreement • April 5th, 2021 • Vyant Bio, Inc. • Services-medical laboratories • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Vyant Bio, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
Loan and Security AgreementLoan and Security Agreement • March 23rd, 2017 • Cancer Genetics, Inc • Services-medical laboratories • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date (the “Effective Date”) between PARTNERS FOR GROWTH IV, L.P. (“PFG”), whose address is 1660 Tiburon Blvd., Suite D, Tiburon, CA 94920 and Parent and Gentris (collectively, jointly and severally, “Borrower”), whose chief executive offices are located at the addresses set forth below their respective names above (with respect to each Borrower, such “Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently with the execution and delivery of this Agreement is an integral part of this Agreement. Definitions of certain terms used in this Agreement are set forth in Section 7 below.
Wells Fargo Bank, National Association Credit AgreementCredit Agreement • April 4th, 2014 • Cancer Genetics, Inc • Services-medical laboratories • Iowa
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, by and between CANCER GENETICS, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND BETWEEN RESPONSE GENETICS, INC., A DELAWARE CORPORATION AND CANCER GENETICS, INC., A DELAWARE CORPORATION DATED AS OF AUGUST 14, 2015Asset Purchase Agreement • August 21st, 2015 • Cancer Genetics, Inc • Services-medical laboratories • Delaware
Real Property Leases Schedule 1.1(a) Contracts Schedule 1.1(b) Included Pharma Receivables Schedule 1.1(f) Included Avoidance Actions Schedule 1.1(o) Excluded Assets Schedule 1.2 Unpaid Sick Pay, Vacation and Other Paid Time Off Schedule 1.3(a)(ii) Conduct of Business Schedule 4.1(b) Access to Information (Employees - Supervised) Schedule 4.3(1) Access to Information (Employees - Unsupervised) Schedule 4.3(1) Transfer Employee Credit Schedule 4.6(b) Access to Personnel Schedule 4.8
WARRANTWarrant Agreement • March 23rd, 2017 • Cancer Genetics, Inc • Services-medical laboratories • Delaware
THIS WARRANT ("WARRANT") TO PURCHASE SHARES IN THE CAPITAL OF CANCER GENETICS, INC., A DELAWARE CORPORATION (THE “COMPANY”) IS ISSUED ON THE ISSUE DATE PURSUANT TO THE TERMS OF THAT CERTAIN LOAN AND SECURITY AGREEMENT BETWEEN THE COMPANY AND PARTNERS FOR GROWTH IV, L.P. (“PFG” AND SUCH AGREEMENT, THE “LOAN AGREEMENT”). THIS WARRANT AND THE UNDERLYING SHARES ARE SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
FOURTH ADDENDUM TO CREDIT AGREEMENTCredit Agreement • December 30th, 2011 • Cancer Genetics, Inc • Iowa
This Fourth Addendum to Credit Agreement (“Fourth Addendum”) is made this 21st day of October, 2009, between Wells Fargo Bank, National Association (“Bank”) and Cancer Genetics, Inc. (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2012 • Cancer Genetics, Inc • Services-medical laboratories • New Jersey
This Employment Agreement (this “Agreement”) is entered into on December 23, 2011, effective as of January 1, 2012 (“Effective Date”), by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and Elizabeth A. Czerepak (“Employee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 19th, 2019 • Cancer Genetics, Inc • Services-medical laboratories • Delaware
This Transition Services Agreement (this “Agreement”) is made as of the 15th day of July, 2019 (the “Effective Date”), by and between Cancer Genetics, Inc., a Delaware corporation (“CGI”) and Interpace BioPharma, Inc., a Delaware corporation (“Buyer”). Buyer and CGI are sometimes referred to herein collectively, as the “Parties” and individually, each a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2012 • Cancer Genetics, Inc • Services-medical laboratories • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this October 17, 2012, is made by and between Cancer Genetics, Inc., a Delaware corporation (the “Company”), and Mark Oman (“Oman”), and John Pappajohn (“Pappajohn”) (collectively the “Investor”). The Company and the Investor are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.”
At the Closing (as hereinafter defined), upon the terms and conditions set forth in this Agreement, Seller shall sell, convey pursuant to and as evidenced by the Assignment and Assumption and Bill of Sale (as hereinafter defined), set over, assign,...Asset Purchase Agreement • August 19th, 2019 • Cancer Genetics, Inc • Services-medical laboratories • New Jersey
