ContractLetter Agreement • January 24th, 2014 • Sixth Floor Investors LP • Biological products, (no disgnostic substances)
Pursuant to the Letter Agreement dated July 15, 2013 (“Letter Agreement”) between Cellular Dynamics International, Inc. (the “Company”) and Sixth Floor Investors LP (“Sixth Floor”), Sixth Floor has the right to designate a nominee for election to the Board of Directors of the Company and the Company has certain obligations with the respect to such designated nominee. I am writing to you as the Chief Executive Officer of the Company to inform you that Sixth Floor hereby irrevocably renounces the rights provided in the Letter Agreement to designate such a nominee, effective immediately. The Company is hereby released, effective immediately, of all of its obligations under the Letter Agreement.
ContractWarrant Agreement • August 5th, 2013 • Sixth Floor Investors LP • Biological products, (no disgnostic substances) • Wisconsin
THIS WARRANT AND ANY SHARES OF SERIES B PREFERRED STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND ANY SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED FOR SALE, RESOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. CELLULAR DYNAMICS INTERNATIONAL, INC. MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT ANY TRANSFER IS IN COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS AS A CONDITION TO ANY TRANSFER OF SUCH SECURITIES.
LOCK-UP AGREEMENTLock-Up Agreement • August 5th, 2013 • Sixth Floor Investors LP • Biological products, (no disgnostic substances) • New York
JOINT FILING AGREEMENTJoint Filing Agreement • August 5th, 2013 • Sixth Floor Investors LP • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Cellular Dynamics International, Inc., and that this agreement be included as an Exhibit A to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
