SECURITY AGREEMENTSecurity Agreement • May 16th, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS SECURITY AGREEMENT (this “Agreement”), dated as of March 31, 2022, is made by CELLVERA DEVELOPMENT LLC, a Delaware limited liability company f/k/a AIPHARMA DEVELOPMENT LLC (“Grantor”) in favor of ADITXT, INC., a Delaware corporation (“Secured Party”), with reference to the following facts:
REVENUE SHARING AGREEMENTRevenue Sharing Agreement • May 16th, 2022 • Aditxt, Inc. • Pharmaceutical preparations
This Revenue Sharing Agreement ("Agreement") is made as of March 31, 2022, by and among ADITXT, INC., a Delaware corporation (the “Lender” or “Aditxt”), CELLVERA GLOBAL HOLDINGS LLC, a Delaware limited liability company f/k/a AIPHARMA GLOBAL HOLDINGS LLC (“DE Topco”), CELLVERA HOLDINGS LTD, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA HOLDINGS LIMITED (“BVI Holdco”), Cellvera Asia Limited, a company formed under the laws of Hong Kong f/k/a AIPHARMA ASIA LIMITED (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”), CELLVERA LIMITED, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA LIMITED (“Guarantor” and together with Borrower, each a “Loan Party” and collectively “Loan Parties” or “Revenue Sharing Entities”).
AMENDMENTShare Exchange Agreement • May 16th, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS AMENDMENT, dated as of March 31, 2022 (this “Amendment”), to that certain Share Exchange Agreement dated as of December 27, 2021 (as amended by this Amendment, the “Agreement”; and all defined terms used herein that are not otherwise defined are used as defined in the Agreement), is entered into by and between AiPharma Group Ltd., an exempted Company incorporated under the laws of the Cayman Islands (“AiPharma”), and Aditxt, Inc., a Delaware corporation (“Aditxt”, and together with AiPharma, the “Parties” and each, a “Party”).
FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO SECURED CREDIT AGREEMENTForbearance Agreement and Eighth Amendment to Secured Credit Agreement • May 16th, 2022 • Aditxt, Inc. • Pharmaceutical preparations
This Forbearance Agreement and Eighth Amendment to Secured Credit Agreement (“Agreement”) is made as of March 31, 2022, by and among ADITXT, INC., a Delaware corporation (the “Lender”), CELLVERA GLOBAL HOLDINGS LLC, a Delaware limited liability company f/k/a AIPHARMA GLOBAL HOLDINGS LLC (“DE Topco”), CELLVERA HOLDINGS LTD, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA HOLDINGS LIMITED (“BVI Holdco”), Cellvera Asia Limited, a company formed under the laws of Hong Kong f/k/a AIPHARMA ASIA LIMITED (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”), CELLVERA LIMITED, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA LIMITED (“Guarantor” and together with Borrower, each a “Loan Party” and collectively “Loan Parties”):
