INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement ("Agreement"), dated as of July 31, 2014 is by and between Enumeral Biomedical Holdings, Inc., a Delaware corporation (the "Company") and ___________ (the "Indemnitee").
Registration Rights AgreementRegistration Rights Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 19, 2017, among Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and, collectively, the “Subscribers”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This SPLIT-OFF AGREEMENT, dated as of July 31, 2014 (this “Agreement”), is entered into by and among Enumeral Biomedical Holdings, Inc. (f/k/a Cerulean Group, Inc.), a Delaware corporation (the “Parent”), (“Seller”), Cerulean Operating Corp, a Delaware corporation (“Split-Off Subsidiary”), and Olesya Didenko (“Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of $10,000,000 (the “Minimum Offering”) and a maximum of $15,000,000 (the “Maximum Offering”) of Units of securities (the “Units”), plus up to an additional $5,000,000 of Units to cover over-allotments, issued by Cerulean Group, Inc., a Nevada corporation (the “Company”), at a purchase price of $1.00 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase one share of Common Stock, exercisable from issuance until five (5) years after the initial Closing of the Offering at an exercise price of $2.00 per share. This subscription is being submitted to you in accordance
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC., a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent” or “Katalyst”), shall be engaged by Enumeral Biomedical Holdings, Inc., a publicly traded corporation duly organized under the laws of the State of Delaware hereinafter referred to as the “Company” or “ENUM”), to act as a non-exclusive placement agent (“Placement Agent”) in connection with the private placement (hereinafter referred to as the “Offering”) of units (the “Units”) of securities of the Company, as more fully described below. The initial closing of the Offering will be conditioned upon the receipt and acceptance of subscriptions for the Minimum Amount (as defined below) and the consummation of a reverse triangular merger (the “Merger”) between a subsidiary of the Company and Enumeral Biomedical Corp., a Delaware corporation (“Enum
KATALYST SECURITIES LLC NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC GP NURMENKARI INC. NORWALK, CT. 06850 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC (“Katalyst”) and GP Nurmenkari Inc. (“GPN”), each a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter collectively referred to as the “Placement Agents”), shall be engaged by Enumeral Biomedical Holdings, Inc., a publicly traded Delaware corporation (hereinafter referred to as the “Company”), to act as the co-exclusive Placement Agents in connection with the private placement (the “Offering”) of the securities of the Company referred to below. The initial closing of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Amount (as defined below) and the certain other conditions described herein.
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
ESCROW AGREEMENTEscrow Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 hereto (“Schedule 1”) by and among the corporation identified as the “Company” on Schedule 1 hereto (the “Company”), the company identified on Schedule 1 hereto as Katalyst Securities LLC, (“Depositor #1”), the company identified on Schedule 1 hereto as GP Nurmenkari, Inc., (“Depositor #2”) (Depositor #1 and Depositor #2 collectively the “Depositors”) and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 28th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGENT AGREEMENT, dated October 26, 2016 (the “Agreement”), is entered into by and between Katalyst Securities LLC (the “Warrant Agent”) and Enumeral Biomedical Holdings, Inc. (the “Company”).
RESEARCH AGREEMENTResearch Agreement • October 31st, 2014 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New Jersey
This Research Agreement (the “Agreement”), effective as of June 18th, 2012 (“Effective Date”), is entered into by and between Enumeral Biomedical Corp., a Delaware corporation with an address at 1450 Broadway, 24th Floor, New York, New York 10018 ("ENUMERAL"), and sanofi-aventis U.S. Inc., having an address at 1041 Route 202-206, P.O. Box 6800, Bridgewater, NJ 08807-0800 (hereinafter referred to as “SANOFI US”). Each of ENUMERAL and SANOFI US are referred to herein as a “Party” or collectively as the “Parties”.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND ENUMERAL BIOMEDICAL CORP EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • October 31st, 2014 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology ("M.I.T."), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Enumeral Biomedical Corp., Inc. ("COMPANY"), a Delaware corporation, with a principal place of business at 1450 Broadway, 24th Floor, New York, NY 10018.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Arthur H. TinkelenbergEmployment Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
AGREEMENT amended and restated as of July 21, 2014 (the “Amendment Date”) but deemed effective as of July 1, 2010 (the “Effective Date”), between Enumeral Biomedical Corp., a Delaware Corporation (including its affiliates, where applicable as the case may be, the “Company”), and Arthur H. Tinkelenberg of 395 Schlomann Drive, Oradell, NJ 07649 (“Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ENUMERAL BIOMEDICAL HOLDINGS, INC. (formerly Cerulean Group, Inc.) ENUMERAL ACQUISITION CORP. and ENUMERAL BIOMEDICAL CORP AND WITH RESPECT TO SECTION 6.3(f), ARTHUR H. Tinkelenberg, as...Merger Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
FIRST AMENDMENTExclusive Patent License Agreement • October 31st, 2014 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations
This First Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated April 15, 2011 (the “LICENSE AGREEMENT”) between the Massachusetts Institute of Technology, a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139 (“M.I.T.”), and Enumeral Biomedical Corp., a Delaware corporation having its principal place of business at 1450 Broadway, 24th Floor, New York, NY 10018 (“COMPANY”).
LICENSE AND TRANSFER AGREEMENTLicense and Transfer Agreement • June 28th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This license and transfer agreement (the “Agreement”) is entered into with effect as of April 18, 2016 (the “Effective Date”) by and between Pieris Pharmaceuticals, Inc., a Nevada corporation with a place of business at 255 State Street, 9th Floor, Boston, MA 02109 and Pieris Pharmaceuticals GmbH, a German company with a place of business at Lise-Meitner-Strasse 30, 85354 Freising, Germany (collectively and together with their Affiliates, “Pieris”) and Enumeral Biomedical Holdings, Inc., a Delaware corporation with a place of business at 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140 (together with its Affiliates, “Enumeral”).
ENUMERAL BIOMEDICAL CORP. Stock Option AgreementStock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
ENUMERAL BIOMEDICAL CORP. (the “Company”) hereby grants to you (the “Optionee”) the following option (the “Option”) to purchase Common Stock of the Company:
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On [ ], the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
CONTRACT RESEARCH AGREEMENTContract Research Agreement • October 31st, 2014 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations
Crucell Holland B.V., a private company with limited liability, with offices located at Archimedesweg 4, 2333 CN Leiden, the Netherlands, (“Crucell”),
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
ContractIncentive Stock Option Agreement • November 10th, 2015 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations
Confidential portions of this document have been redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted and omitted portions are indicated with the notation “*” and have been filed separately with the SEC.
Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are...Master Service Provider Agreement • October 31st, 2014 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New Jersey
THIS AGREEMENT (the “Agreement”) is made as of the 14th day of March, 2012 (“Effective Date”), by and between Anthrogenesis Corporation, a New Jersey Corporation, doing business as Celgene Cellular Therapeutics (a wholly owned subsidiary of Celgene Corporation) having its principal place of business at 33 Technology Drive, 2nd Floor, Warren, NJ 07059 (together with its affiliates hereinafter collectively referred to as “CCT”) and Enumeral Biomedical Corporation, having a place of business at 1450 Broadway, 24th Floor, New York, NY 10018 (hereinafter called “Service Provider”).
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (with respect to Offer to Amend and Exercise)Warrant to Purchase Common Stock • October 28th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Amendment (this “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into effective as of the Expiration Date (as defined in this Amendment), by and between Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
July 17, 2012Lease Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
Enclosed for your files please find one (1) fully-executed counterpart of the Lease by and between Enumeral Biomedical Corp., as Tenant, and RB Kendall Fee, LLC, as Landlord, dated July 16, 2012, with respect to Enumeral’s space at One Kendall Square, Cambridge, Massachusetts.
ContractWarrant Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • 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 IN ACCORDANCE WITH APPLICABLE LAW.
March 24, 2016 Kevin G. Sarney c/o Enumeral Biomedical Holdings, Inc.Employment Agreement • March 30th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations
ContractLoan and Security Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of December 1, 2011, by and between Square 1 Bank (“Bank”) and Enumeral Biomedical Corp. (“Borrower”).
SECOND AMENDMENTExclusive Patent License Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
This Second Amendment, effective as of the date set forth above the signatures of the parties below (the “Second Amendment Effective Date”), confirms the understanding between the Massachusetts Institute of Technology (“M.I.T.”), and Enumeral Biomedical Corp. (“Company”) with respect to the Exclusive Patent License Agreement dated April 15, 2011 (as amended by the First Amendment dated March 8, 2013, the “License Agreement”). Capitalized terms used herein and not defined shall have the meanings set forth in the License Agreement.
September 21, 2016Separation Agreement • September 23rd, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Letter Agreement”) confirms that your employment with Enumeral Biomedical Holdings, Inc. (with its subsidiaries, the “Company”) has ceased effective September 21, 2016 and sets forth the terms of your separation from service as an employee of the Company. In this Letter Agreement, reference is occasionally made to the Amended and Restated Employment Agreement, dated as of July 21, 2014, between you and Enumeral Biomedical Corp., a subsidiary of the Company, as assumed by the Company on July 31, 2014 (the “Amended Employment Agreement”). In consideration of resolving any and all disputes as to whether your employment termination was for or without Cause, as that term is defined in the Amended Employment Agreement, the Company is providing you with the compensation and benefits specified herein in consideration for your execution of this Letter Agreement.
ContractOffer Letter • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
Confidential portions of this document have been redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted and omitted portions are indicated with the notation “*” and have been filed separately with the SEC.
ENUMERAL BIOMEDICAL HOLDINGS, INC. Scientific Advisory Board Agreement (Barry Buckland)Scientific Advisory Board Agreement • November 14th, 2014 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Massachusetts
THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2014 (the “Effective Date”), by and between Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”) and Barry Buckland, Ph.D. (“Advisor”).
ContractWarrant Agreement • March 19th, 2015 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED THAT THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ContractWarrant to Purchase Stock • March 19th, 2015 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • 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 IN ACCORDANCE WITH APPLICABLE LAW.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement (this “Security Agreement”) is made as of July 29, 2016 by and among Enumeral Biomedical Holdings Inc. (the “Company”) and its subsidiary, Enumeral Biomedical Corp. (the “Subsidiary”), each a Delaware corporation, and each with offices at 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140 (collectively, the “Grantors”); each “Buyer” named in the Omnibus Signature Page(s) to the Subscription Agreement of even date herewith (the “Subscription Agreement”) between the Company and the Buyers, relating to the Company’s 12% 2016 Senior Secured Promissory Notes (the “Notes”); and Intuitive Venture Partners, LLC, in its capacity as the Collateral Agent for the Noteholders (in such capacity, the “Collateral Agent”).
INTELLECTUAL PROPERTY SECURITY AgreementIntellectual Property Security Agreement • October 27th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Intellectual Property Security Agreement (this “Amendment”) is made and entered into effective as of October 23, 2017, by and among Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), Enumeral Biomedical Corp., a Delaware corporation and wholly-owned subsidiary of the Company (the “Subsidiary” and, together with the Company, the “Grantors”), and each of the Subscribers (as defined below) who have executed counterpart signature page(s) hereto.
