ContractWarrant Agreement • August 15th, 2018 • Icagen, Inc. • Services-commercial physical & biological research • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
ContractWarrant Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
XRPRO SCIENCES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December __, 2014, by and between XRpro Sciences, Inc. formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
Security Agreement Dated as of August 31, 2018 amongSecurity Agreement • September 6th, 2018 • Icagen, Inc. • Services-commercial physical & biological research • New York
This Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 31, 2018 is made by and among Icagen, Inc., a Delaware corporation (“Borrower”), each Subsidiary of Borrower that is a party hereto or may become a party hereto pursuant Section 5.12 of this Agreement (together with Borrower, collectively, the “Grantors” and each a “Grantor”), and Perceptive Credit Holdings II, LP as collateral agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
EXCHANGE AGREEMENTExchange Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of January 31, 2015, by and between XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at One Kendall Square, Cambridge, Massachusetts 02139 (the “Company”) and _____________________________________________________________ with a residence located at ____________________________________________________________ (the “Securityholder”).
GUARANTY OF OBLIGATIONS OF PARENTGuaranty • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
This GUARANTY, dated as of May 15, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyer” party to the Securities Purchase Agreement (each as defined below).
ICAGEN, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2018 • Icagen, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August , 2018, by and between Icagen, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
ContractWarrant Agreement • April 29th, 2013 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
FORM OF ICAGEN, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 12th, 2019 • Icagen, Inc. • Services-commercial physical & biological research • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of __________________ (the “Grant Date”), by and between Icagen, Inc., a Delaware corporation (the “Company”), and __________________ (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2014 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • New York
This Employment Agreement (this “Agreement”), dated as of November 24, 2014 (the “Effective Date”), by and between Caldera Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware with a principal address located at One Kendall Square, Cambridge, Massachusetts 02139 (the “Corporation”), and Richard Cunningham, an individual with an address located at 35 Cattle Pen Lane, Ridgefield, Connecticut, 06877 (the “Executive”).
SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF PARENTSecurity and Pledge Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF PARENT, dated as of May 15, 2017 (this “Agreement”), made by Icagen, Inc., a Delaware corporation with offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”) and each of the undersigned direct and indirect Subsidiaries (as defined below) from time to time other than Icagen-T, Inc. (together with the Parent, collectively, the “Grantors” and each a “Grantor”), in favor of GPB Debt Holdings II, LLC (in its capacity as collateral agent for itself as purchaser of the Notes (as defined below) and each other Person who may become a Noteholder (as defined below), the “Collateral Agent;” and in its capacity as the purchaser of the Notes, the “Buyer”), pursuant to the Securities Purchase Agreement, dated as of May 15, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
CALDERA PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2012 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • New Mexico
Agreement made this 25th of October, 2006, between Caldera Pharmaceuticals, Inc., a Delaware corporation (hereinafter referred to as “Company") and Benjamin Warner, hereinafter referred to as “Employee.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2014 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • New Mexico
This Employment Agreement (this “Agreement”), dated March 15, 2013, by and between Caldera Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware with offices located at 278 DP Road, Suite D, Los Alamos, New Mexico 87544 (the “Corporation”) and Benjamin Warner, an individual with a residence at 903 Tewa Loop, Los Alamos, NM 87544 (the “Executive”).
ContractOem Agreement • June 8th, 2012 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • Delaware
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 14th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of April , 2017, made by Icagen, Inc., a Delaware corporation with an address at 4222 Emperor Boulevard, Suite 350 Research Triangle Park, Durham, North Carolina 27703 (the “Pledgor”), in favor of the individuals listed on Schedule A annexed hereto (herein, each a “Secured Creditor” and together the “Secured Creditors”).
Asset purchase agreementAsset Purchase Agreement • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2020, is made and entered into by and between Icagen, Inc. (“Parent”), a Delaware corporation, Icagen Corp., a Nevada corporation, XRPro Sciences, Inc., a Delaware corporation, and Caldera Discovery, Inc., a Delaware corporation, (each, a “Subsidiary”, and the Subsidiaries, together with Parent, collectively referred to as “Seller”), and Adjacent Acquisition Co., LLC a Delaware limited liability company (“Buyer”).
Forbearance Agreement and First Amendment to Credit Agreement and GuarantyForbearance Agreement and First Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Forbearance Agreement and Second Amendment to Credit Agreement and GuarantyForbearance Agreement and Second Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Credit Agreement and Guaranty dated as of August 31, 2018 among Icagen-T, Inc. as the Borrower, Icagen, Inc. as Parent, Certain Subsidiaries of Parent from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party...Credit Agreement • October 1st, 2018 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen-T, Inc., a Delaware corporation (the “Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), certain of Parent’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Credit Agreement and Guaranty dated as of August 31, 2018 among Icagen, Inc. as the Borrower, Certain Subsidiaries of the Borrower from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party hereto, as the...Credit Agreement and Guaranty • October 1st, 2018 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND CALDERA PHARMACEUTICALS, INC. OFFICIAL USE ONLY May be exempt from public release under the Freedom of Information Act (5 U.S.C. 552), exemption number and...Exclusive Patent License Agreement • June 8th, 2012 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • California
Series C Preferred Subordination AgreementSubordination Agreement • November 19th, 2018 • Icagen, Inc. • Services-commercial physical & biological research • New York
This Subordination Agreement (the “Agreement”) is made as of August , 2018, by and between Perceptive Credit Holdings II, LP, a Delaware limited partnership, in its capacity as Administrative Agent (as hereinafter defined) for the Lenders (as hereinafter defined), Icagen, Inc., a Delaware corporation (“Parent”), and the other parties signatory hereto (each, a “Holder” and collectively the “Holders”).
SEVERANCE AGREEMENTSeverance Agreement • August 14th, 2014 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • Massachusetts
THIS SEVERANCE AGREEMENT (the “Agreement”), dated as of July 30, 2014 (the “Execution Date”), between Gary Altman, an individual (the “Executive”), and Caldera Pharmaceuticals, Inc. (“Caldera”), a Delaware corporation, recites and provides as follows:
Forbearance Agreement and Third Amendment to Credit Agreement and GuarantyForbearance Agreement and Third Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen-T, Inc., a Delaware corporation (the “Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), certain of Parent’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2018 • Icagen, Inc. • Services-commercial physical & biological research • North Carolina
This Amendment, dated as of November 14, 2018 (the “Amendment”), to the Employment Agreement, dated November 24, 2014 (the “Agreement”), is entered into between Richard Cunningham (“Employee”) and Icagen, Inc. (“Corporation”).
EXCHANGE AGREEMENTExchange Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of January 31, 2015, by and between XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at One Kendall Square, Boston, Massachusetts 02139 (the “Company”) and _____________________________________________________________ with a residence located at ____________________________________________________________ (the “Securityholder”).
PLACEMENT AGREEMENTPlacement Agreement • January 7th, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York
This PLACEMENT AGREEMENT (the “Agreement”) dated as of December 31, 2014, by and between XRPRO SCIENCES, INC., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and TAGLICH BROTHERS, INC. (“Placement Agent”).
SPECIAL WARRANTY DEED WITH REVERTERSpecial Warranty Deed • July 19th, 2016 • Icagen, Inc. • Services-commercial physical & biological research
For Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sanofi US Services Inc., a Delaware corporation formerly known as and who took title as sanofi-aventis U.S. Inc. ("Grantor"), hereby grants, sells and conveys to Icagen-T, Inc., a Delaware corporation ("Grantee"), that real property located in Pima County, Arizona, and legally described in Exhibit "A" attached hereto and incorporated herein by this reference, together with all rights, interests, privileges and easements appurtenant thereto and any and all buildings and improvements located thereon ("Property").
ICAGEN, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2019 • Icagen, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [__________], by and between Icagen, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
EXTENSION AND MODIFICATION OF LEASE AGREEMENTSLease Agreement • April 20th, 2012 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research
Lease Agreement dated October 11. 2007, between Reeves & Associates, LLC (Landlord) and Caldera Pharmaceuticals. Inc. (Tenant) with respect to Unit D of property located at 278 DP Road, Los Alamos, New Mexico, commencing on October 15, 2007, and ending on September 30, 2010; and
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2013 • Caldera Pharmaceuticals Inc • Services-commercial physical & biological research • Massachusetts
This Employment Agreement (this “Agreement”), dated July 25, 2013, by and between Caldera Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware with executive offices located at One Kendall Square, Cambridge, MA 02139 (the “Corporation”) and Gary Altman, an individual with a residence at 2828 Peachtree Road, Unit 2602, Atlanta, GA 30305 (the “Executive”).
DEED OF TRUST, ASSIGNMENT OF RENTS, FIXTURE FILING AND SECURITY AGREEMENTDeed of Trust • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research
THIS DEED OF TRUST IS MADE FOR THE PURPOSE OF SECURING: (a) performance of each agreement and obligation of Trustor contained in this Deed of Trust (as such might be properly amended and/or modified after the date thereof and hereof); (b) performance of each agreement and obligation of Trustor (including, but not limited to, all payment obligations including of principal, interest, penalties, liquidated damages, Late Charges (as defined in the $8,000,000 senior secured convertible note of the Trustor in favor of the Beneficiary as set forth below), redemption amounts and/or otherwise) under that certain secured convertible note of ICA-T, in the aggregate original principal amount of $8,000,000, executed by Trustor in favor of Beneficiary (as such might be properly amended or modified after the date thereof); (c) performance of each agreement and obligation of Trustor under that certain Securities Purchase Agreement, dated as of May 15, 2017, by and among, Icagen, Inc., a Delaware corpo
Amendment to ASSET PURCHASE AND COLLABORATION AGREEMENTAsset Purchase and Collaboration Agreement • July 19th, 2016 • Icagen, Inc. • Services-commercial physical & biological research
This Amendment (this “Amendment”) to the Asset Purchase and Collaboration Agreement, dated as of June 26, 2015, is dated as of July 15, 2016, by and between Pfizer Research (NC), Inc. (f/k/a Icagen, Inc.), a Delaware corporation (“Pfizer” or the “Seller”), and Icagen Inc. (f/k/a XRpro Sciences, Inc.), a Delaware corporation (“Icagen” or the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2017, is by and among Icagen, Inc., a Delaware corporation with its executive offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”), Icagen-T, Inc., a Delaware corporation and a wholly-owned Subsidiary (as defined below) of the Parent with offices located at 2090 E. Innovation Park Drive, Oro Valley, Arizona 85755 (“ICA-T” or the “Company”) and GPB Debt Holdings II, LLC (the “Buyer”).
ContractAsset Purchase Agreement • June 30th, 2016 • Icagen, Inc. • Services-commercial physical & biological research • Delaware
Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
