REVENUE INTEREST ASSIGNMENT AND TERMINATION AGREEMENT dated as of September 4, 2015 between INGALLS & SNYDER VALUE PARTNERS, L.P. ARTHUR KOENIG AGENUS INC. and ANTIGENICS LLCRevenue Interest Assignment and Termination Agreement • September 11th, 2015 • Agenus Inc • Biological products, (no disgnostic substances) • New York
This REVENUE INTEREST ASSIGNMENT AND TERMINATION AGREEMENT (this “Agreement”), dated as of September 4, 2015, is among Ingalls & Snyder Value Partners, L.P. (“Ingalls”), Arthur Koenig (“Koenig”, and together with Ingalls, the “Sellers” and each a “Seller”), Agenus Inc., a Delaware corporation (“Agenus”), and Antigenics LLC, a Delaware limited liability company (as the successor in interest to Antigenics Inc., formerly a Massachusetts corporation) (“AgenMA”, and together with Agenus, the “Purchasers” and each a “Purchaser”). Capitalized terms used but not defined in this Agreement are defined in Section 8.
NOTE PURCHASE AGREEMENT DATED SEPTEMBER 4, 2015 among ANTIGENICS LLC, THE GUARANTORS NAMED HEREIN, OBERLAND CAPITAL SA ZERMATT LLC, AS COLLATERAL AGENT AND THE PURCHASERS NAMED HEREIN LIMITED RECOURSE NOTESNote Purchase Agreement • September 11th, 2015 • Agenus Inc • Biological products, (no disgnostic substances) • New York
This PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), dated as of September , 2015, is by and between ANTIGENICS LLC, a Delaware limited liability company (the “Pledgor”), and OBERLAND CAPITAL SA ZERMATT LLC, a Delaware limited liability company (“Oberland”), acting in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
ANTIGENICS LLC LIMITED RECOURSE NOTELimited Recourse Note • September 11th, 2015 • Agenus Inc • Biological products, (no disgnostic substances)
This Note is one of a series of Limited Recourse Notes issued pursuant to the Note Purchase Agreement dated September , 2015 (as from time to time amended, the “Note Purchase Agreement”) among the Issuer, the Parent, Oberland Capital SA Zermatt LLC, as the collateral agent, the guarantors from time to time party thereto and the Purchasers named therein and is entitled to the benefits thereof and subject to the obligations thereof. Each holder of this Note, including any transferee, will be deemed, by its acceptance hereof, to have made the representations set forth in Article IV of the Note Purchase Agreement and accepted all obligations with respect to this Note under the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. Without limitation, the exercise of remedies relating to this Note and the Note Purchase Agreement shall be subject to the provisions and l
