INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement ("Agreement"), dated as of July 31, 2014 is by and between Enumeral Biomedical Holdings, Inc., a Delaware corporation (the "Company") and ___________ (the "Indemnitee").
Registration Rights AgreementRegistration Rights Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 31 2014, among Enumeral Biomedical Holdings, Inc. (formerly known as Cerulean Group, Inc.), a Delaware corporation (the “Company”), the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Brokers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of $10,000,000 (the “Minimum Offering”) and a maximum of $15,000,000 (the “Maximum Offering”) of Units of securities (the “Units”), plus up to an additional $5,000,000 of Units to cover over-allotments, issued by Cerulean Group, Inc., a Nevada corporation (the “Company”), at a purchase price of $1.00 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase one share of Common Stock, exercisable from issuance until five (5) years after the initial Closing of the Offering at an exercise price of $2.00 per share. This subscription is being submitted to you in accordance
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC., a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent” or “Katalyst”), shall be engaged by Enumeral Biomedical Holdings, Inc., a publicly traded corporation duly organized under the laws of the State of Delaware hereinafter referred to as the “Company” or “ENUM”), to act as a non-exclusive placement agent (“Placement Agent”) in connection with the private placement (hereinafter referred to as the “Offering”) of units (the “Units”) of securities of the Company, as more fully described below. The initial closing of the Offering will be conditioned upon the receipt and acceptance of subscriptions for the Minimum Amount (as defined below) and the consummation of a reverse triangular merger (the “Merger”) between a subsidiary of the Company and Enumeral Biomedical Corp., a Delaware corporation (“Enum
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
RESEARCH AGREEMENTResearch Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New Jersey
This Research Agreement (the “Agreement”), effective as of June 18th, 2012 (“Effective Date”), is entered into by and between Enumeral Biomedical Corp., a Delaware corporation with an address at 1450 Broadway, 24th Floor, New York, New York 10018 ("ENUMERAL"), and sanofi-aventis U.S. Inc., having an address at 1041 Route 202-206, P.O. Box 6800, Bridgewater, NJ 08807-0800 (hereinafter referred to as “SANOFI US”). Each of ENUMERAL and SANOFI US are referred to herein as a “Party” or collectively as the “Parties”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Arthur H. TinkelenbergEmployment Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
AGREEMENT amended and restated as of July 21, 2014 (the “Amendment Date”) but deemed effective as of July 1, 2010 (the “Effective Date”), between Enumeral Biomedical Corp., a Delaware Corporation (including its affiliates, where applicable as the case may be, the “Company”), and Arthur H. Tinkelenberg of 395 Schlomann Drive, Oradell, NJ 07649 (“Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ENUMERAL BIOMEDICAL HOLDINGS, INC. (formerly Cerulean Group, Inc.) ENUMERAL ACQUISITION CORP. and ENUMERAL BIOMEDICAL CORP AND WITH RESPECT TO SECTION 6.3(f), ARTHUR H. Tinkelenberg, as...Agreement and Plan of Merger and Reorganization • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
ContractLoan and Security Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of December 1, 2011, by and between Square 1 Bank (“Bank”) and Enumeral Biomedical Corp. (“Borrower”).
ENUMERAL BIOMEDICAL CORP. Stock Option AgreementEquity Incentive Plan • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
ENUMERAL BIOMEDICAL CORP. (the “Company”) hereby grants to you (the “Optionee”) the following option (the “Option”) to purchase Common Stock of the Company:
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On [ ], the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
SECOND AMENDMENTSecond Amendment • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
This Second Amendment, effective as of the date set forth above the signatures of the parties below (the “Second Amendment Effective Date”), confirms the understanding between the Massachusetts Institute of Technology (“M.I.T.”), and Enumeral Biomedical Corp. (“Company”) with respect to the Exclusive Patent License Agreement dated April 15, 2011 (as amended by the First Amendment dated March 8, 2013, the “License Agreement”). Capitalized terms used herein and not defined shall have the meanings set forth in the License Agreement.
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Restricted Stock AgreementRestricted Stock Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On [ ], the Compensation Committee approved a grant of restricted stock (the "Restricted Stock") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan").
VOTING AGREEMENTVoting Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of July, 2014 by and among Enumeral Biomedical Holdings, Inc. (formerly Cerulean Group, Inc.) a Delaware corporation (the “Company”) and certain stockholders of the Company (together with any subsequent stockholders or any transferees, who become parties hereto as, the “Stockholders”).
LOCK-UP AGREEMENTLock-Up Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of July 31, 2014 by and between the undersigned person or entity (the “Restricted Holder”) and Enumeral Biomedical Holdings, Inc., a Delaware corporation formerly known as Cerulean Group, Inc. (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are...License Agreement • August 8th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
This First Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated April 15, 2011 (the “LICENSE AGREEMENT”) between the Massachusetts Institute of Technology, a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139 (“M.I.T.”), and Enumeral Biomedical Corp., a Delaware corporation having its principal place of business at 1450 Broadway, 24th Floor, New York, NY 10018 (“COMPANY”).
