SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF PARENTSecurity and Pledge Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF PARENT, dated as of May 15, 2017 (this “Agreement”), made by Icagen, Inc., a Delaware corporation with offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”) and each of the undersigned direct and indirect Subsidiaries (as defined below) from time to time other than Icagen-T, Inc. (together with the Parent, collectively, the “Grantors” and each a “Grantor”), in favor of GPB Debt Holdings II, LLC (in its capacity as collateral agent for itself as purchaser of the Notes (as defined below) and each other Person who may become a Noteholder (as defined below), the “Collateral Agent;” and in its capacity as the purchaser of the Notes, the “Buyer”), pursuant to the Securities Purchase Agreement, dated as of May 15, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
DEED OF TRUST, ASSIGNMENT OF RENTS, FIXTURE FILING AND SECURITY AGREEMENTSecurity Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research
THIS DEED OF TRUST IS MADE FOR THE PURPOSE OF SECURING: (a) performance of each agreement and obligation of Trustor contained in this Deed of Trust (as such might be properly amended and/or modified after the date thereof and hereof); (b) performance of each agreement and obligation of Trustor (including, but not limited to, all payment obligations including of principal, interest, penalties, liquidated damages, Late Charges (as defined in the $8,000,000 senior secured convertible note of the Trustor in favor of the Beneficiary as set forth below), redemption amounts and/or otherwise) under that certain secured convertible note of ICA-T, in the aggregate original principal amount of $8,000,000, executed by Trustor in favor of Beneficiary (as such might be properly amended or modified after the date thereof); (c) performance of each agreement and obligation of Trustor under that certain Securities Purchase Agreement, dated as of May 15, 2017, by and among, Icagen, Inc., a Delaware corpo
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2017, is by and among Icagen, Inc., a Delaware corporation with its executive offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”), Icagen-T, Inc., a Delaware corporation and a wholly-owned Subsidiary (as defined below) of the Parent with offices located at 2090 E. Innovation Park Drive, Oro Valley, Arizona 85755 (“ICA-T” or the “Company”) and GPB Debt Holdings II, LLC (the “Buyer”).
GUARANTY OF OBLIGATIONS OF ICA-TGuaranty • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
This GUARANTY, dated as of May 15, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyer” party to the Securities Purchase Agreement (each as defined below).
SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF ICA-TIntellectual Property Security Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF ICA-T, dated as of May 15, 2017 (this “Agreement”), made by Icagen, Inc., a Delaware corporation with offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”), Icagen-T, Inc., a Delaware corporation and a wholly-owned Subsidiary of the Parent with offices located at 2090 E. Innovation Park Drive, Oro Valley, Arizona 85755 (“ICA-T”) and each of the undersigned direct and indirect Domestic Subsidiaries (as defined below) from time to time (together with ICA-T and the Parent, collectively, the “Grantors” and each a “Grantor”), in favor of GPB Debt Holdings II, LLC (in its capacity as collateral agent for itself as purchaser of the Notes (as defined below) and each other Person who may become a Noteholder (as defined below), the “Collateral Agent;” and in its capacity as the purchaser of the Notes, the “Buyer”), pursuant to the Securities Purchase Agreement, dated as of May 15, 2017 (as amend
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • Illinois
This Settlement and Release Agreement (“Agreement”) is made and entered into this 11th day of May, 2017, between Icagen, Inc. f/k/a Caldera Pharmaceuticals, Inc. (“Icagen”) and Dentons US LLP (“Dentons”). Icagen and Dentons may be referred to herein individually as a “Party” or collectively as the “Parties.”
GUARANTY OF OBLIGATIONS OF PARENTGuaranty of Obligations of Parent • May 17th, 2017 • Icagen, Inc. • Services-commercial physical & biological research • New York
This GUARANTY, dated as of May 15, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyer” party to the Securities Purchase Agreement (each as defined below).
