COMMON STOCK PURCHASE WARRANT iSPECIMEN INC.iSpecimen Inc. • November 29th, 2021 • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 1, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from iSpecimen Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 28, 2021, between iSpecimen Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 28, 2021, by and between iSpecimen Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ISPECIMEN INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into on <date>, by and between iSpecimen Inc., a Delaware corporation (the “Company”), and <name> (“Indemnitee”).
UNDERWRITING AGREEMENT between iSPECIMEN INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters iSPECIMEN INC.Underwriting Agreement • June 22nd, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • New York
The undersigned, iSpecimen Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between iSPECIMEN INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters iSPECIMEN INC.Underwriting Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • New York
The undersigned, iSpecimen Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being a subsidiary or affiliates of iSpecimen Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
iSPECIMEN INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • July 1st, 2022 • iSpecimen Inc. • Services-commercial physical & biological research • New York
AT THE MARKET OFFERING AGREEMENT March 5, 2024The Market Offering Agreement • March 5th, 2024 • iSpecimen Inc. • Services-commercial physical & biological research • New York
iSpecimen Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows:
PLACEMENT AGENCY AGREEMENT November 28, 2021Placement Agency Agreement • November 29th, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 2nd, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
Executive Employment Agreement (the “Agreement”) made as of this day of , 2021 , between Benjamin Bielak (the “Executive”), and iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”).
October 24, 2022 Jill Mullan Re: Separation Agreement Dear Jill,iSpecimen Inc. • October 28th, 2022 • Services-commercial physical & biological research • Massachusetts
This letter sets forth the substance of the separation agreement (the “Agreement”) which ISPECIMEN INC. (the “Company”) is offering to you to aid in your employment transition.
iSpecimen, Inc. FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2022 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”) made as of this 24th day of October, 2022, between Benjamin Bielak (the “Executive”), and iSpecimen, Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”).
iSpecimen, Inc. FIRST RESTATED NONCOMPETITION, NONSOLICITATION, NONDISCLOSURE AND INVENTIONS AGREEMENTiSpecimen Inc. • October 28th, 2022 • Services-commercial physical & biological research • Massachusetts
The undersigned, TRACY WILSON CURLEY, in consideration for and as a condition of employment as a senior executive officer (the “Executive”) of iSpecimen, Inc. (the “Company”), or for receiving stock or options, or any other form of compensation, salary, bonus, benefit or fringe benefits from or in the Company, and in connection with executing an Employment Agreement with the Company, hereby agrees with the Company as follows:
iSpecimen, Inc. Capital Commitment AgreementCapital Commitment Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
Capital Commitment Agreement (the “Agreement”) made as of this September 1, 2012, by and between iSpecimen Inc., a Delaware corporation located at 275 Grove Street, Suite 2-400, Newton, Massachusetts 02466 (the “Company”), and Andrew L. Ross, an individual residing at 75 Myles Standish Road, Weston, MA 02493 and an investor in the Company (the “Investor”).
iSpecimen Inc. SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made as of August 22, 2014, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement, as such Exhibit A may be supplemented from time to time to add New Investors (each an “Investor” and collectively, the “Investors”).
Fourth Amendment to Note Subscription Agreements and Secured Promissory NotesiSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Fourth Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of October 1, 2020 (the “Effective Amendment Date”), by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,500,000 (as described below).
FOURTH OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Fourth Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 29th day of September 2020, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
ContractLease Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
BEDFORD STREET LLC 450 Bedford Street Lexington, Massachusetts 02024 Lease To iSPECIMEN, INC. THE SUBMISSION OF THIS LEASE FOR EXAMINATION, REVIEW, NEGOTIATION AND/OR SIGNATURE SHALL NOT CONSTITUTE AN OFFER OR AN OPTION TO LEASE OR A RESERVATION OF THE PREMISES AND IS SUBJECT TO WITHDRAWAL OR MODIFICATION AT ANY TIME BY EITHER PARTY. THIS LEASE SHALL BECOME EFFECTIVE AND BINDING ONLY IF AND WHEN IT SHALL BE EXECUTED AND DELIVERED BY BOTH LANDLORD AND TENANT.
iSpecimen Inc. EXECUTIVE EMPLOYMENT AGREEMENTPerformance Share Unit Agreement • April 2nd, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
Executive Employment Agreement (the “Agreement”) made as of this ____ day of ____, 2021 ______________, between Tracy Wilson Curley (the “Executive”), and iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”).
iSpecimen Inc. Third Amendment to Note Subscription Agreements and Secured Promissory Notes Approved by the Board of Directors on June 2, 2020iSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Third Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of June 15, 2020, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,250,000 (as described below).
iSpecimen Inc. first amendment to executive employment agreementExecutive Employment Agreement • June 21st, 2022 • iSpecimen Inc. • Services-commercial physical & biological research
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into and effective as of June 20, 2022 (the “Effective Date”), by and between iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”), and Benjamin Bielak (the “Executive”).
iSpecimen Inc. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into and effective as of August 22, 2014, by and among iSpecimen Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Key Holders”). The Investors and the Key Holders are referred to collectively as the “Stockholders.”
SECOND OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Second Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 1st day of May 2019, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 3rd day of August, 2018, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
iSpecimen Inc. first amendment to executive employment agreementExecutive Employment Agreement • June 21st, 2022 • iSpecimen Inc. • Services-commercial physical & biological research
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into and effective as of June 20, 2022 (the “Effective Date”), by and between iSpecimen Inc., a Delaware corporation located at 450 Bedford St, Lexington, MA 02420 (the “Company”), and Christopher Ianelli, MD, PhD (the “Executive”).
iSpecimen Inc. NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
The undersigned investor (the “Investor”) acknowledges that it has received and reviewed certain information relating to a loan to iSpecimen Inc. (the “Company”), including the term sheet, investor presentation materials, and other information provided in writing to the undersigned Investor (the “Offering Materials”).
ContractiSpecimen Inc. • August 16th, 2021 • Services-commercial physical & biological research • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
first AMENDMENT TO first amended and restated executive employment agreementExecutive Employment Agreement • March 31st, 2023 • iSpecimen Inc. • Services-commercial physical & biological research
This is a contractual amendment to the First Amended and Restated Executive Employment Agreement between iSpecimen, Inc. (the “Company”) and TRACY WILSON CURLEY (the “Executive”), executed on October 24th, 2022 (the “Agreement”).
Factoring AgreementFactoring Agreement • April 27th, 2021 • iSpecimen Inc. • Services-commercial physical & biological research • Florida
This Factoring Agreement made as of the 1st day of January, 2021 by and between Versant Funding LLC, a Delaware Limited Liability Company, having an office at 2500 North Military Trail, Suite 465, Boca Raton, Florida 33431 (“Versant”) and iSpecimen Inc., a Delaware corporation, having a place of business at 450 Bedford Street, Lexington, Massachusetts 02420 (“Seller”).
iSpecimen, Inc. FIRST RESTATED NONCOMPETITION, NONSOLICITATION, NONDISCLOSURE AND INVENTIONS AGREEMENTNondisclosure and Inventions Agreement • October 28th, 2022 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
The undersigned, BENJAMIN BIELAK, in consideration for and as a condition of employment as a senior executive officer (the “Executive”) of iSpecimen, Inc. (the “Company”), or for receiving stock or options, or any other form of compensation, salary, bonus, benefit or fringe benefits from or in the Company, and in connection with executing an Employment Agreement with the Company, hereby agrees with the Company as follows:
Fifth Amendment to Note Subscription Agreements & Secured Promissory NotesLock-Up Agreement • April 2nd, 2021 • iSpecimen Inc. • Services-commercial physical & biological research
This Fifth Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of March 15, 2021 (the “Effective Amendment Date”), by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $6,500,000 (as described below).
THIRD OMNIBUS Amendment to UNSECURED CONVERTIBLE PROMISSORY NOTES and CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Delaware
This Third Omnibus Amendment to Unsecured Convertible Promissory Notes and Convertible Note Subscription Agreement (this “Amendment”) is entered into this 15th day of November 2019, between iSpecimen Inc., a Delaware corporation (the “Company”), and Andrew L. Ross, Anna-Maria and Stephen Kellen Foundation, Inc., and OBF Investments, LLC (collectively, the “Lenders”).
WARRANT REPURCHASE AND TERMINATION AGREEMENTWarrant Repurchase and Termination Agreement • February 15th, 2024 • iSpecimen Inc. • Services-commercial physical & biological research • New York
This WARRANT REPURCHASE AND TERMINATION AGREEMENT (this “Agreement”), dated and effective as of , 2024 (the “Effective Date”), is entered into by and between (“Warrant Holder”), and iSpecimen Inc., a Delaware corporation (the “Company”). The Warrant Holder and the Company are sometimes each referred to herein as a “Party” and collectively as the “Parties”.
Amendment to Note Subscription Agreements and Secured Promissory NotesiSpecimen Inc. • December 31st, 2020 • Services-commercial physical & biological research
This Amendment to the Note Subscription Agreements and Secured Promissory Notes (this “Amendment”) is made and entered into and effective as of May 1, 2019, by and among iSpecimen Inc., a Delaware corporation (the “Company”), and those investors who are holders (the “Note Investors”) of the Company’s Secured Promissory Notes in the aggregate principal amount of $3,195,000 (as described below).
CONFIDENTIALITY, NON-COMPETITION AND ASSIGNMENT AGREEMENTConfidentiality, Non-Competition and Assignment Agreement • December 31st, 2020 • iSpecimen Inc. • Services-commercial physical & biological research • Massachusetts
THIS Confidentiality, Non-Competition and Assignment Agreement (“Agreement”) is entered into by iSpecimen, Inc., a Delaware corporation (the “Company”) and _____________________ (“I” or “Employee”).
