ContractWarrant Agreement • May 30th, 2024 • Celcuity Inc. • Services-medical laboratories • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 30th, 2024 • Celcuity Inc. • Services-medical laboratories • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 30, 2024 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including INNOVATUS LIFE SCIENCES LENDING FUND I, LP in its capacity as a Lender, OXFORD FINANCE LLC (“Oxford”), OXFORD FINANCE CREDIT FUND II LP, by Oxford Finance Advisors, LLC, and OXFORD FINANCE CREDIT FUND III LP, by Oxford Finance Advisors, LLC, and CELCUITY, INC., a Delaware corporation (“Borrower”), amends and restates, in its entirety, that certain Loan and Security Agreement among Collateral Agent, Lenders (as defined therein) and Borrower dated as of April 8, 2021 (as the
