XG SCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Indemnification Agreement (this “Agreement”) is made and entered into as of the _____ day of ______________________, 20__ by and between XG Sciences, Inc., a Michigan corporation (the “Corporation”), and ___________________________ (“Indemnitee”).
XG SCIENCES, INC. Secured Convertible Promissory Note Due March 18, 2018Xg Sciences Inc • January 27th, 2016 • 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
ContractXg Sciences Inc • January 27th, 2016 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2020 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS AGREEMENT (“Agreement”) is made this 14th day of June, 2019 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 Leroy Magwood, (“Executive”), an individual who resides at 821 N. Salem Ave., Arlington Heights, IL 60004.
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 Secured Convertible Promissory Note Due March 18, 2018Ip Security Agreement • 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 Aspen Advanced Opportunity Fund, LP, a Delaware limited partnership (“Aspen” or the “Holder”). This Note restates and consolidates the: (i) $603,846.58 Secured Convertible Promissory Note issued on March 18, 2013 by XGS to Aspen, (ii) $250,000 Secured Convertible Promissory Note issued on April 3, 2013 by XGS to Aspen, (iii) $250,000 Secured Convertible Promissory Note issued on April 12, 2013 by XGS to Aspen, (iv) $1,400,000 Secured Convertible Promissory Note issued on April 26, 2013 by XGS to Aspen, (v) $800,000 Secured Convertible Promissory Note issued on July 29, 2013 by XGS to Aspen (as adjusted to $309,425, pursuant to the Purchase Agreement), (vi) $200,000 Secu
XG SCIENCES, INC. COMMON STOCK PURCHASE WARRANTXg Sciences Inc • January 27th, 2016 • Plastic materials, synth resins & nonvulcan elastomers • Michigan
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2020 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS AGREEMENT (“Agreement”) is made this 26th day of August, 2020 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 Robert Blinstrub, (“Executive”), an individual who resides at 13925 Old Coast Road, Unit #1402, Naples, FL 34110.
XG SCIENCES, INC. COMMON STOCK PURCHASE WARRANTXg Sciences Inc • April 13th, 2017 • Plastic materials, synth resins & nonvulcan elastomers • Michigan
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 22nd, 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.
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENTConfidentiality, Non-Solicitation and Non-Compete Agreement • August 31st, 2020 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”) dated this 26th day of August, 2020 is entered into by and between Robert Blinstrub, (“Employee”) and XG Sciences, Inc., a Michigan corporation (“Employer” and collectively with any entity that is wholly or partially owned by the Employer or otherwise affiliated with the Employer, the “Company”). Hereinafter, each of the Employee or the Company may be referred to as a “Party” and together be referred to as the “Parties”.
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.
RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENTRestated and Amended Exclusive 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”).
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).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
Intellectual Property Security Agreement, dated as of __________, by XG Sciences IP, LLC, a Michigan limited liability company, of 3101 Grand Oak Drive, Lansing, Michigan 48911 and XG Sciences, Inc., a Michigan corporation, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Debtors”), in favor of The Dow Chemical Company, of 2030 Dow Center, Midland, Michigan 48674 for itself and as agent for the benefit of all other affiliates of Secured Party (each, an “Affiliate”) pursuant to the Security Agreement (in such capacity, “Secured Party”).
SECURITY AGREEMENT (XG Sciences, Inc.)Security Agreement • December 9th, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
THIS SECURITY AGREEMENT (“Agreement”) is made as of __________, by and between XG Sciences, Inc., a Michigan corporation, of 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Debtor”), and The Dow Chemical Company, of 2030 Dow Center, Midland, Michigan 48674 (“Secured Party”), for itself and as agent for the benefit of all other affiliates of Secured Party (each, an “Affiliate”), pursuant to a certain Draw Loan Note and Agreement (as amended, supplemented, restated or otherwise modified from time to time, “Note”) dated as of the December 7, 2016, between Debtor and Secured Party.
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 PROPERTYAssignment of Intellectual Property • 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”).
XG SCIENCES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 1st, 2018 • 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 $24,000,000 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 initially effective as of April 13, 2016 as may be post-effectively amended from time to time (the “Prospectus”).
SEPARATION AGREEMENTSeparation Agreement • August 31st, 2020 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
This Separation Agreement (“Agreement”) is entered as of August 26, 2020, between Philip L. Rose, Ph.D. (hereinafter referred to as “Executive”) and XG Sciences, Inc., a Michigan corporation, (hereinafter referred to as the “Company”). Executive and Company collectively are referred to as the “Parties,” and individually are referred to as a “Party.”
CONSULTING AGREEMENTConsulting Agreement • August 31st, 2020 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into on this 26th day of August, 2020 (“Effective Date”) by and between Philip L. Rose, Ph.D., whose legal address is 6106 Fresno Lane, East Lansing, MI 48823 (“Consultant”) and XG Sciences, Inc., a Michigan corporation (“XGS” or the “Company”) with its principal office located at 3101 Grand Oak Drive, Lansing, MI 48911.
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 • 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, 2013Purchase 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.
INDUSTRIAL FACILITIES LEASEIndustrial Facilities Lease • April 2nd, 2018 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan
THIS INDUSTRIAL FACILITIES LEASE is made and entered into on October 16, 2017 by and between DJV Properties, LLC a Michigan Limited Liability Company, whose address is 4149 River Cove Drive, Lansing, Michigan 48917 (“Landlord”), and XG Sciences, Inc., a Michigan Corporation, whose address is 3101 Grand Oak Drive, Lansing, Michigan 48911 (“Tenant”).
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”).
XG SCIENCES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 22nd, 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 $24,000,000 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.
XG SCIENCES, INC. SECOND AMENDMENT TO SHAREHOLDER AGREEMENTShareholder Agreement • June 1st, 2018 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers
This SECOND Amendment to Shareholder Agreement (“Amendment”) is made and entered into effective as set forth herein by and among XG Sciences, Inc., a Michigan corporation (the “Company”), and each current individual and entity shareholder of the Company (collectively, the “Shareholders”).
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 AGREEMENTAdoption 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”).
XG SCIENCES, INC. FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 3rd, 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 $24,000,000 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 initially effective as of April 13, 2016 (the “Prospectus”) as may be post-effectively amended from time to time.
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”).
