MASTER AGREEMENTMaster Agreement • September 5th, 2013 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS MASTER AGREEMENT (this “Agreement”) is dated as of September 3, 2013, by and among PANACELA LABS, INC., a Delaware corporation (the “Company”), CLEVELAND BIOLABS, INC., a Delaware corporation (“CBLI”), and OPEN JOINT STOCK COMPANY “RUSNANO”, an open joint stock company organized under the laws of the Russian Federation (“Rusnano”; and collectively with the Company and CBLI, the “Parties” and each a “Party”).
ContractConvertible Loan Agreement • September 5th, 2013 • Cleveland Biolabs Inc • Services-commercial physical & biological research
EXECUTION COPY/ФИНАЛЬНАЯ ВЕРСИЯ CONVERTIBLE LOAN AGREEMENT ДОГОВОР О КОНВЕРТИРУЕМОМ ЗАЙМЕ This CONVERTIBLE LOAN AGREEMENT (together with any amendments or modifications hereto in effect from time to time (this “Agreement”)) dated as of September 3, 2013, between OPEN JOINT STOCK COMPANY “RUSNANO”, a company organized under the laws of the Russian Federation (the “Lender”) and PANACELA LABS, INC., a Delaware corporation (the “Borrower”). WHEREAS, the Lender, the Borrower and CLEVELAND BIOLABS, INC., a Delaware corporation (“CBLI”), are parties to that certain Master Agreement, dated of even date herewith (the “Master Agreement”); and WHEREAS, as contemplated by the Master Agreement, Lender has agreed to lend to Borrower and Borrower has agreed to accept the loan proceeds in lawful money of the United States of America in the principal amount of One Million Five Hundred Thirty Thousand Dollars ($1,530,000.00), (the “Loan”), on the terms and conditions set forth herein and in the Master A
ContractCleveland Biolabs Inc • September 5th, 2013 • Services-commercial physical & biological research • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
