REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2023, between Enzo Biochem, Inc., a New York corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers.
COMMON STOCK PURCHASE WARRANT ENZo BIOCHEM, INC.Common Stock Purchase Warrant • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 19, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Enzo Biochem, Inc., a New York corporation (the “Company”), up to _____shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE May 20, 2024Convertible Security Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Debentures of Enzo Biochem, Inc., a New York corporation (the “Company”), having its principal place of business at 81 Executive Boulevard, Suite 3, Farmingdale, New York 11735 designated as its 10% Original Issue Discount Senior Secured Convertible Debenture due May 20, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories
This SECURITY AGREEMENT, dated as of May 19 2023 (this “Agreement”), is among Enzo Biochem, Inc., a New York corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), JGB Collateral, LLC, a Delaware limited liability company, as the collateral agent (the “Agent”), and the holders of the Company’s 10% Original Issue Discount Senior Secured Convertible Debentures Due May 20, 2024, in the original aggregate principal amount of $7,608,696 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively with the Agent, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
SUBSIDIARY GUARANTEE, dated as of May 19, 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Enzo Biochem, Inc., a New York corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
