0001213900-15-000652 Sample Contracts

Contract
Warrant Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • Delaware

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

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EXCHANGE AGREEMENT
Exchange Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of January 31, 2015, by and between XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at One Kendall Square, Cambridge, Massachusetts 02139 (the “Company”) and _____________________________________________________________ with a residence located at ____________________________________________________________ (the “Securityholder”).

EXCHANGE AGREEMENT
Exchange Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of January 31, 2015, by and between XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at One Kendall Square, Boston, Massachusetts 02139 (the “Company”) and _____________________________________________________________ with a residence located at ____________________________________________________________ (the “Securityholder”).

EXCHANGE AGREEMENT
Exchange Agreement • February 3rd, 2015 • XRpro Sciences, Inc. • Services-commercial physical & biological research • New York

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of January 31, 2015, by and between XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at One Kendall Square, Boston, Massachusetts 02139 (the “Company”) and _____________________________________________________________ with a residence located at ____________________________________________________________ (the “Securityholder”).

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