CELLDEX THERAPEUTICS, INC. 5,000,000 Shares of Common Stock (par value $0.001 per share) Controlled Equity Offeringsm Sales AgreementCelldex Therapeutics, Inc. • January 6th, 2011 • In vitro & in vivo diagnostic substances • New York
Celldex Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 6th, 2011 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 30, 2010 (the “Effective Date”) among MIDCAP FINANCIAL, LLC, a Delaware limited liability company, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as collateral agent (“Agent”), the Lenders listed on Schedule 1.1 hereof and otherwise party hereto from time to time (each a “Lender” and collectively, the “Lenders”), CELLDEX THERAPEUTICS, INC., a Delaware corporation (“Celldex”) and CELLDEX RESEARCH CORPORATION, a Delaware corporation (“Celldex Research”; Celldex and Celldex Research are referred to herein individually and collectively, jointly and severally, as “Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
SECURED PROMISSORY NOTECelldex Therapeutics, Inc. • January 6th, 2011 • In vitro & in vivo diagnostic substances
FOR VALUE RECEIVED, the undersigned, CELLDEX THERAPEUTICS, INC., a Delaware corporation (“Celldex”) and CELLDEX RESEARCH CORPORATION, a Delaware corporation (“Celldex Research”; Celldex and Celldex Research are referred to herein individually and collectively, jointly and severally, as “Borrower”) HEREBY PROMISES TO PAY to the order of MIDCAP FINANCIAL, LLC (“Lender”) the principal amount of TEN MILLION DOLLARS ($10,000,000) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and MidCap Financial, LLC, as Agent, and the Lenders as defined therein (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agr
