Registration Rights AgreementRegistration Rights Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 19, 2017, among Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and, collectively, the “Subscribers”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”).
KATALYST SECURITIES LLC NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC GP NURMENKARI INC. NORWALK, CT. 06850 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC (“Katalyst”) and GP Nurmenkari Inc. (“GPN”), each a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter collectively referred to as the “Placement Agents”), shall be engaged by Enumeral Biomedical Holdings, Inc., a publicly traded Delaware corporation (hereinafter referred to as the “Company”), to act as the co-exclusive Placement Agents in connection with the private placement (the “Offering”) of the securities of the Company referred to below. The initial closing of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Amount (as defined below) and the certain other conditions described herein.
ESCROW AGREEMENTEscrow Agreement • August 14th, 2017 • 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 company identified on Schedule 1 hereto as Katalyst Securities LLC, (“Depositor #1”), the company identified on Schedule 1 hereto as GP Nurmenkari, Inc., (“Depositor #2”) (Depositor #1 and Depositor #2 collectively the “Depositors”) and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement (this “Security Agreement”) is made as of May 19, 2017 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 units consisting of the Company’s 12% Senior Convertible Secured Promissory Notes (the “Notes”) and warrants to purchase shares of the Company’s common stock; and Intuitive Venture Partners, LLC, in its capacity as the Collateral Agent for the Noteholders (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 2 TO STUDY AGREEMENT Between Merck Sharp & Dohme Corp. and Enumeral Biomedical Holdings Inc.Study Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Study Agreement (the “Second Amendment”) is dated as of May 31, 2017, (“Second Amendment Effective Date”), by and between Merck Sharp & Dohme Corp., a New Jersey corporation, having a place of business at One Merck Drive, Whitehouse Station, NJ 08889-0100 (“Merck”) and Enumeral Biomedical Holdings Inc., a Delaware corporation, having a place of business at 200 Cambridge Park Drive, Suite 2000, Cambridge, MA 02140 (“Enumeral”). This Second Amendment amends that certain Study Agreement, dated as of December 17, 2014, by and between Merck and Enumeral (the “Agreement”), and amended February 16, 2016 (the “Amendment”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2017 • Enumeral Biomedical Holdings, Inc. • Pharmaceutical preparations • New York
