ISPECIMEN INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into on <date>, by and between iSpecimen Inc., a Delaware corporation (the “Company”), and <name> (“Indemnitee”).
UNDERWRITING AGREEMENT between iSPECIMEN INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters iSPECIMEN INC.Underwriting Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • New York
The undersigned, iSpecimen 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 a subsidiary or affiliates of iSpecimen Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (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:
iSpecimen, Inc. Capital Commitment AgreementCapital Commitment Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
Capital Commitment Agreement (the “Agreement”) made as of this September 1, 2012, by and between iSpecimen Inc., a Delaware corporation located at 275 Grove Street, Suite 2-400, Newton, Massachusetts 02466 (the “Company”), and Andrew L. Ross, an individual residing at 75 Myles Standish Road, Weston, MA 02493 and an investor in the Company (the “Investor”).
iSpecimen Inc. SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made as of August 22, 2014, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement, as such Exhibit A may be supplemented from time to time to add New Investors (each an “Investor” and collectively, the “Investors”).
Fourth Amendment to Note Subscription Agreements and Secured Promissory NotesiSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Fourth Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of October 1, 2020 (the “Effective Amendment Date”), by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,500,000 (as described below).
FOURTH OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Fourth Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 29th day of September 2020, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
ContractLease Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
BEDFORD STREET LLC 450 Bedford Street Lexington, Massachusetts 02024 Lease To iSPECIMEN, INC. THE SUBMISSION OF THIS LEASE FOR EXAMINATION, REVIEW, NEGOTIATION AND/OR SIGNATURE SHALL NOT CONSTITUTE AN OFFER OR AN OPTION TO LEASE OR A RESERVATION OF THE PREMISES AND IS SUBJECT TO WITHDRAWAL OR MODIFICATION AT ANY TIME BY EITHER PARTY. THIS LEASE SHALL BECOME EFFECTIVE AND BINDING ONLY IF AND WHEN IT SHALL BE EXECUTED AND DELIVERED BY BOTH LANDLORD AND TENANT.
iSpecimen Inc. Third Amendment to Note Subscription Agreements and Secured Promissory Notes Approved by the Board of Directors on June 2, 2020iSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Third Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of June 15, 2020, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,250,000 (as described below).
iSpecimen Inc. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into and effective as of August 22, 2014, by and among iSpecimen Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Key Holders”). The Investors and the Key Holders are referred to collectively as the “Stockholders.”
SECOND OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Second Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 1st day of May 2019, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 3rd day of August, 2018, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
iSpecimen Inc. NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to a loan to iSpecimen Inc. (the “Company”), including the term sheet, investor presentation materials, and other information provided in writing to the undersigned Investor (the “Offering Materials”).
THIRD OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Third Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 15th day of November 2019, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
Amendment to Note Subscription Agreements and Secured Promissory NotesiSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of May 1, 2019, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $3,195,000 (as described below).
CONFIDENTIALITY, NON-COMPETITION AND ASSIGNMENT AGREEMENTConfidentiality, Non-Competition and Assignment Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
THIS Confidentiality, Non-Competition and Assignment Agreement (“Agreement”) is entered into by iSpecimen, Inc., a Delaware corporation (the “Company”) and _____________________ (“I” or “Employee”).
SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries a Preferred Stock Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to an investment in iSpecimen Inc. (the “Company” or the “Corporation”), including a Business Plan, Executive Summary, the outline of the terms of the Series A Preferred Stock attached hereto as Exhibit A (and including the actual terms of the Series A Preferred Stock attached as Exhibit A-1) for an issuance of up to $2.0 million in value of Series A Preferred Stock (the “Offering Materials”).
Amendment to Note Subscription Agreements and Secured Promissory NotesiSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of November 15, 2019, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $4,945,000 (as described below).
