XG SCIENCES, INC. Secured Convertible Promissory Note Due March 18, 2018Secured Convertible Promissory Note • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Secured Convertible Promissory Note (this “Note”) is issued this 15th day of January 2014, jointly and severally by XG Sciences, Inc. (“XGS”), a Michigan corporation, and XG Sciences IP, LLC, a Michigan limited liability company and wholly-owned subsidiary of XGS (collectively, the “Borrower” or the “Company”), to XGS II, LLC, a Florida limited liability company (“XGS II” or the “Holder”). This Note restates the $200,000.00 Secured Convertible Promissory Note issued on October 15, 2013 by XGS to XGS II (the “Prior Note”) as adjusted to reflect an increase in the principal pursuant to a reallocation of principal and accrued interest described in Section 1(b) of the Second Amended & Restated Purchase Agreement between XGS and Aspen Advanced Opportunity Fund, LP. The Prior Note was issued pursuant to that certain Purchase Agreement between XGS and XGS II, originally entered on July 12, 2013, and amended and restated on January 15, 2014 (the “Purchase Agreement”). The Prior Note is he
ContractWarrant Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
XG SCIENCES, INC. PURCHASE AGREEMENTPurchase Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of January 15, 2014 (the “Effective Date”), is entered into by and between XG SCIENCES, INC., a Michigan corporation, with headquarters located at 3101 Grand Oak Drive, Lansing, Michigan 48911 (the “Company”), and SVIC No. 15 New Technology Business Investment L.L.P., whose principal address is as set forth in Section 12 herein (the “Buyer”, and together with the Company, the “Parties”).
XG SCIENCES, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Restated and Amended License Agreement (“Agreement”) is entered into on the date of last signature (“Effective Date”), between Michigan State University, a non-profit educational institution of the State of Michigan (“University”) and XG Sciences, Inc. a corporation having its principal place of business at 5020 Northwind Drive Suite 212, East Lansing, MI 48823 (“Licensee”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
This Second Amendment shall be a part of the Lease Agreement with an effective date of August 1, 2011, between DART CONTAINER OF MICHIGAN LLC, a Michigan limited liability company (“Landlord”), and XG SCIENCES, INC., a Michigan corporation (“Tenant”), covering the premises known as Lot 29, Oakwood Executive Park, more commonly known as 3101 Grand Oak Drive, Lansing, Michigan 48911. The Lease Agreement has a Commencement Date of September 1, 2011, and has a Termination Date of August 31, 2021.
ContractLease Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
XG SCIENCES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
XG Sciences, Inc., a Michigan corporation (the "Company") is selling in this offering (this “Offering”) up to $16,000,000 in shares of its common stock, no par value per share, at $8 per share (the “Shares”) to investors pursuant to that certain registration statement on Form S-1, as filed with the Securities and Exchange Commission and effective as of _____________ __, 2016.
LEASE AGREEMENTLease Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS LEASE AGREEMENT (“Lease”) is made and entered into on this 3rd day of January, 2008, between Quality Dairy Company, the address of which is 111 W. Mt. Hope, Lansing, MI 48910 (“Landlord”), and XG Sciences, Inc, the address of which is 5020 Northwind Dr., Suite 212, East Lansing, MI 48823, (“Tenant”) (jointly “the Parties).
XG SCIENCES, INC. SUBSCRIPTION AGREEMENT FOR ACCREDITED INVESTORS UNDER REGULATION DSubscription Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
ASSIGNMENT OF INTELLECTUAL PROPERTYIp Transfer Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is effective as of January 15, 2014 (“Effective Date”) by and between XG Sciences, Inc., a Michigan corporation (“Assignor”), and XG Sciences IP, LLC, a Michigan limited liability company (“Assignee”).
Master Lease AgreementMaster Lease Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
Dated and effective as of March 18, 2013 (“Effective Date”), this MASTER LEASE AGREEMENT (“Agreement”) is entered into by and between Aspen Advanced Opportunity Fund, LP, a Delaware limited partnership with offices at 1740 Persimmon Drive, Naples, Florida 34109, (together with any successor or assignee, “Lessor”) and the Lessee indicated below (together with any successor or permitted assignee, “Lessee”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (the “Agreement”) is entered into as of this 15th day of January, 2014 by and among XG Sciences, Inc., a Michigan corporation (“XG” or “Borrower”), Aspen Advanced Opportunity Fund, LP, a Delaware limited partnership (“Aspen”), XGS II, LLC, a Florida limited liability company (“XGS II”), SVIC No. 15 New Technology Business Investment L.L.P., a limited liability partnership under the Republic of Korea Amended Commercial Code (“Samsung”), and Michael Knox, an individual (“Knox,” with Knox, Samsung, XGS II and Aspen, each hereinafter referred to individually as a “Creditor,” and collectively as the “Creditors”). This Agreement amends and restates, in its entirety, the Amended and Restated Intercreditor Agreement, dated as of July 12, 2013, among XG, Aspen, and Knox.
SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Second Amended and Restated Intellectual Property Security Agreement (this “IP Security Agreement”) is made as of January 15, 2014 by and between XG Sciences, Inc., a Michigan corporation (“Pledgor”), Aspen Capital Advisors, LLC, a Florida limited liability corporation, as Agent (the “Agent”) for the undersigned lenders (“Lenders”) from time to time holding secured convertible notes issued by the Pledgor, and the Lenders listed on the signature page hereto.
XG SCIENCES, INC. Lansing, MI 48911 March 18, 2013Letter Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
We are providing you (“Knox”) with this letter agreement (this “Letter Agreement”) in connection with the Purchase Agreement, dated as of March 18, 2013 (the “Purchase Agreement”), by and between XG Sciences, Inc. (“XG”) and Aspen Advanced Opportunity Fund, LP (“Aspen”), pursuant to which Aspen agreed to provide financing to XG, up to $5,000,000 under certain conditions, for the issuance of certain securities by XG to Aspen. Capitalized terms not otherwise defined in this Letter Agreement shall have the meanings specified in the Purchase Agreement. Also, reference is hereby made to that certain existing $1,000,000 Line of Credit Note dated October 8, 2012 representing the indebtedness of XG (the “Line of Credit”) which constitutes all indebtedness owed by XG to Knox.
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Second Amended and Restated Registration Rights Agreement (this “Agreement”), is made and entered into as of January 15, 2014 (the “Effective Date”), by and among XG Sciences, Inc., a Michigan corporation (the “Company”). Aspen Advanced Opportunity Fund, LP, a Delaware limited partnership (“Aspen”), XGS II, LLC, a Florida limited liability company (“XGS II”), SVIC No. 15 New Technology Business Investment L.L.P. (“Samsung”), and any Persons to whom Aspen, XGS II or Samsung may transfer any Registrable Securities hereunder or subsequent transferee Persons of such Aspen, XGS II, or Samsung transferees, each of whom shall be listed on Schedule A hereto which shall be deemed to have been automatically amended upon the transfer of any Registrable Securities hereunder (collectively, the “Investors”, and each individually, an “Investor”, and all together with the Company, the “Parties” and each, a “Party”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Distribution Agreement (the “Agreement”), is made between XG Sciences, a corporation organized under the laws of the State of Michigan, United States of America (the “Company”) and (the “Distributor”).
VOTING AGREEMENTVoting Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS VOTING AGREEMENT (“Agreement”) is made and entered into effective as of January 15, 2014 (the “Effective Date”), by and among XG Sciences, Inc., a Michigan corporation (the “Company”), certain holders of the Company’s outstanding stock (the ’’Shareholders”), and SVIC No. 15 New Technology Business Investment L.L.P. (“Samsung”). The Company, the Shareholders, and Samsung are individually referred to as a “Party,” and are collectively referred to as the “Parties.”
FIRST AMENDMENT TO RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
THIS IS THE FIRST AMENDMENT TO THE RESTATED AND AMENDED LICENSE AGREEMENT (herein after “First Amendment”), entered into by and between Michigan State University, a non-for-profit corporation organized under the laws of the state of Michigan (hereinafter referred to as “University”) having an office at 325 E. Grand River, Suite 350, East Lansing, MI 48823 and XG Sciences, Inc., a for-profit corporation having its principal office at 5020 Northwind Drive Suite 212, East Lansing, MI 48823 (hereinafter referred to as “Licensee”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Second Amended and Restated Security Agreement, dated as of January 15, 2014 (the “Agreement”) is made by and among XG Sciences, Inc., a corporation duly organized and validly existing under the laws of Michigan (the “Company”), Aspen Advanced Opportunity Fund, LP, a Delaware limited partnership (“AAOF”), XGS II, LLC, a Florida limited liability company (“XGS II”), SVIC No. 15 New Technology Business Investment L.L.P. (“Samsung”), Michael R. Knox (“Knox”), and any other party who may sign a Secured Party signature page attached hereto (each, a “Secured Party”, and collectively, the “Secured Parties”), and Aspen Capital Advisors, LLC, a Florida limited liability corporation, as agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS AGREEMENT (“Agreement”) is made this 16th day of December, 2013 by and between XG Sciences, Inc. a Michigan corporation (“XGS” or the “Employer” and collectively with any entity that is wholly or partially owned by XGS, the “Company”) located at 3101 Grand Oak Drive, Lansing, MI 48911 and Philip L. Rose, (“Executive”), an individual who resides at 1628 Ashford Oaks Ct., Wildwood, MO 63038.
XG SCIENCES, INC. SUBSCRIPTION AGREEMENT FOR ACCREDITED INVESTORS UNDER REGULATION DSubscription Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
XG SCIENCES, INC. SHAREHOLDER AGREEMENTShareholder Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Shareholder Agreement (this “Agreement”) is made and entered into effective as of March ___, 2013, by and among XG SCIENCES, INC., a Michigan corporation (the “Company”), and each of the individual and entity shareholders of the Company that are listed on Exhibit A and each of the individual and entity shareholders of the Company that execute an adoption agreement generally in the form of Exhibit B (collectively, the “Shareholders” and collectively with the Company, the “Parties”).
LICENSE AGREEMENTLicense Agreement • January 27th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of January 15, 2014 (“Effective Date”) by and between XG Sciences IP, LLC, a Michigan limited liability company (“Licensor”), and XG Sciences Inc., a Michigan corporation (’’Licensee”).
