Asset purchase agreementAsset Purchase Agreement • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2020, is made and entered into by and between Icagen, Inc. (“Parent”), a Delaware corporation, Icagen Corp., a Nevada corporation, XRPro Sciences, Inc., a Delaware corporation, and Caldera Discovery, Inc., a Delaware corporation, (each, a “Subsidiary”, and the Subsidiaries, together with Parent, collectively referred to as “Seller”), and Adjacent Acquisition Co., LLC a Delaware limited liability company (“Buyer”).
Forbearance Agreement and First Amendment to Credit Agreement and GuarantyForbearance Agreement and First Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Forbearance Agreement and Second Amendment to Credit Agreement and GuarantyForbearance Agreement and Second Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Forbearance Agreement and Third Amendment to Credit Agreement and GuarantyForbearance Agreement and Third Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen-T, Inc., a Delaware corporation (the “Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), certain of Parent’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February , 2020, is made by and among Adjacent Acquisition Co., LLC, a Delaware limited liability company (the “Buyer”), and the stockholders of Icagen, Inc., a Delaware corporation listed on the signature pages hereto. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
Forbearance Agreement and Third Amendment to Credit Agreement and GuarantyForbearance Agreement and Third Amendment to Credit Agreement and Guaranty • February 19th, 2020 • Icagen, Inc. • Services-commercial physical & biological research • New York
Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen-T, Inc., a Delaware corporation (the “Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), certain of Parent’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
