KATALYST SECURITIES LLC NEW YORK, NY 10019 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • 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 “Katalyst” or the “Placement Agent”), shall be engaged by Enumeral Biomedical Holdings, Inc., a publicly traded Delaware corporation (hereinafter referred to as the “Company”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of the 12% Senior Secured Promissory Notes of the Company (the “Bridge Notes”). The initial closing of the Offering will be conditioned upon acceptance of subscriptions for the Minimum Amount (as defined in Section 1(a) below). Capitalized terms used in this Agreement which are defined herein, shall have the meanings given to them in the Subscription Agreement and/or Bridge Note for the Offering.
ESCROW AGREEMENTEscrow Agreement • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
Escrow Agreement (the “Escrow Agreement”), dated as of the effective date (the “Effective Date”) set forth on Schedule 1 hereto (“Schedule 1”), by and among the corporation identified as the “Company” on Schedule 1 hereto (the “Company”), the limited liability company identified as the “Depositor” on Schedule 1 hereto (the “Depositor”), and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent”).
ContractLetter Agreement • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
Confidential portions of this document have been redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted and omitted portions are indicated with the notation “*” and have been filed separately with the SEC.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement (this “Security Agreement”) is made as of July 29, 2016 by and among Enumeral Biomedical Holdings Inc. (the “Company”) and its subsidiary, Enumeral Biomedical Corp. (the “Subsidiary”), each a Delaware corporation, and each with offices at 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140 (collectively, the “Grantors”); each “Buyer” named in the Omnibus Signature Page(s) to the Subscription Agreement of even date herewith (the “Subscription Agreement”) between the Company and the Buyers, relating to the Company’s 12% 2016 Senior Secured Promissory Notes (the “Notes”); and Intuitive Venture Partners, LLC, in its capacity as the Collateral Agent for the Noteholders (in such capacity, the “Collateral Agent”).
ContractConfidential • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
Confidential portions of this document have been redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted and omitted portions are indicated with the notation “*” and have been filed separately with the SEC.
ContractConfidential • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • Delaware
Confidential portions of this document have been redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted and omitted portions are indicated with the notation “*” and have been filed separately with the SEC.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2016 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 29, 2016, is entered into by and between Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), and the Buyer(s) set forth on the signature page(s) affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
