0001193125-15-313060 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • September 4th, 2015 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York

This Escrow Agreement (this “Agreement”) is made as of August 19, 2015, by and among Targacept, Inc., a Delaware corporation (the “Company”), American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee under the Indenture (as defined below) (the “Trustee”), and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent” and together with the Trustee, the “Agents”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings set forth in the Indenture.

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TARGACEPT, INC., as Issuer, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee Indenture Dated as of August 19, 2015 Providing for the Issuance Of Redeemable Convertible Notes due 2018
Catalyst Biosciences, Inc. • September 4th, 2015 • Pharmaceutical preparations • New York

INDENTURE, dated as of August 19, 2015, by and among TARGACEPT, INC., a Delaware corporation (hereinafter called the “Company”), having its principal office at 100 North Main Street, Suite 1510, Winston-Salem, North Carolina 27101, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Trustee (hereinafter called the “Trustee”), having its Corporate Trust Office at 6201 15th Avenue, Brooklyn, NY 11219.

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