Icagen, Inc. Sample Contracts

Icagen, Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (November 20th, 2018)

This Amendment, dated as of November 14, 2018 (the “Amendment”), to the Employment Agreement, dated November 24, 2014 (the “Agreement”), is entered into between Richard Cunningham (“Employee”) and Icagen, Inc. (“Corporation”).

Icagen, Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (November 20th, 2018)

This Amendment, dated as of November 14, 2018 (the “Amendment”), to the Employment Agreement, dated June 19, 2017 (the “Agreement”), is entered into between Douglas Krafte, Ph.D. (“Executive”) and Icagen, Inc. (“Corporation”).

Icagen, Inc. – Series C Preferred Subordination Agreement (November 19th, 2018)

This Subordination Agreement (the “Agreement”) is made as of August     , 2018, by and between Perceptive Credit Holdings II, LP, a Delaware limited partnership, in its capacity as Administrative Agent (as hereinafter defined) for the Lenders (as hereinafter defined), Icagen, Inc., a Delaware corporation (“Parent”), and the other parties signatory hereto (each, a “Holder” and collectively the “Holders”).

Icagen, Inc. – ICAGEN, INC. FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT (November 19th, 2018)

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2018, by and among Icagen, Inc., a Delaware corporation with its executive offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, North Carolina 27703 (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Securities Purchase Agreement (the “Agreement’”) with the Company being amended hereby pursuant to which Investor acquired Units, each Unit consisting of shares of the Company’s Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Shares”) and a seven year warrant (the “Warrant”) to purchase 28,571 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

Icagen, Inc. – Contract (November 19th, 2018)

THIS PROMISSORY NOTE AMENDS, RESTATES AND REPLACES THE PROMISSORY NOTE ISSUED AUGUST 13, 2018, WHICH IS NULL AND VOID. THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THIS PROMISSORY NOTE WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Icagen, Inc. – Credit Agreement and Guaranty dated as of August 31, 2018 among Icagen-T, Inc. as the Borrower, Icagen, Inc. as Parent, Certain Subsidiaries of Parent from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $8,000,000 (October 1st, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen-T, Inc., a Delaware corporation (the “Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), certain of Parent’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Icagen, Inc. – Credit Agreement and Guaranty dated as of August 31, 2018 among Icagen, Inc. as the Borrower, Certain Subsidiaries of the Borrower from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $7,250,000 (October 1st, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Icagen, Inc. – Credit Agreement and Guaranty dated as of August 31, 2018 among Icagen, Inc. as the Borrower, Certain Subsidiaries of the Borrower from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $7,250,000 (September 6th, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Icagen, Inc. – ICAGEN, INC. Second Amended and Restated Warrant To Purchase Common Stock (September 6th, 2018)

Icagen, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GPB Debt Holdings II, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Amended and Restated Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 857,143 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in

Icagen, Inc. – Security Agreement Dated as of August 31, 2018 among (September 6th, 2018)

This Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 31, 2018 is made by and among Icagen, Inc., a Delaware corporation (“Borrower”), each Subsidiary of Borrower that is a party hereto or may become a party hereto pursuant Section 5.12 of this Agreement (together with Borrower, collectively, the “Grantors” and each a “Grantor”), and Perceptive Credit Holdings II, LP as collateral agent (in such capacity, the “Administrative Agent”) for the Secured Parties.

Icagen, Inc. – Security Agreement Dated as of August 31, 2018 among (September 6th, 2018)

This Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 31, 2018 is made by and among Icagen-T, Inc., a Delaware corporation (“Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), each Subsidiary of Parent that is a party hereto or may become a party hereto pursuant Section 5.12 of this Agreement (together with Borrower and Parent, collectively, the “Grantors” and each a “Grantor”), and Perceptive Credit Holdings II, LP as collateral agent (in such capacity, the “Administrative Agent”) for the Secured Parties.

Icagen, Inc. – Credit Agreement and Guaranty dated as of August 31, 2018 among Icagen-T, Inc. as the Borrower, Icagen, Inc. as Parent, Certain Subsidiaries of Parent from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $8,000,000 (September 6th, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen-T, Inc., a Delaware corporation (the “Borrower”), Icagen, Inc., a Delaware corporation (“Parent”), certain of Parent’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Icagen, Inc. – Neither this Warrant nor the Warrant Shares into which this Warrant is exercisable have been registered with the securities and exchange commission or the securities commission of any state in reliance upon an exemption from registration under the securities act of 1933, as amended (the “Securities Act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the securities act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the securities act and in accordance with applicable st (September 6th, 2018)

This Warrant has been issued pursuant to the terms of (i) that certain Credit Agreement and Guaranty, dated as of August 31, 2018 (the “Credit Agreement”), by and among the Company, as borrower, the subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto, and Holder, as administrative agent for the lenders, and (ii) that certain Credit Agreement and Guaranty, dated as of August 31, 2018 (the “Icagen-T Credit Agreement”), by and among Icagen-T, Inc., a Delaware corporation, as borrower, the Company and the subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto, and Holder, as administrative agent for the lenders.

Icagen, Inc. – Contract (August 15th, 2018)

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

Icagen, Inc. – ICAGEN, INC. SECURITIES PURCHASE AGREEMENT (August 15th, 2018)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August , 2018, by and between Icagen, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).

Icagen, Inc. – Contract (August 15th, 2018)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THIS PROMISSORY NOTE WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Icagen, Inc. – NEWS RELEASE (May 1st, 2018)

Durham, NC (May 1, 2018): Icagen, Inc., a company focused on the discovery of innovative therapies to treat patients with serious diseases, today announces an award from the Cystic Fibrosis Foundation. The project is focused on the discovery of therapeutics to treat patients with cystic fibrosis (CF) caused by nonsense mutations.

Icagen, Inc. – ICAGEN, INC. Amended and Restated Warrant To Purchase Common Stock (April 17th, 2018)

Icagen, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GPB Debt Holdings II, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Amended and Restated Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 857,143 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in

Icagen, Inc. – CERTIFICATE OF DESIGNATION OF POWERS, PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK OF ICAGEN, INC. a Delaware corporation ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF (April 9th, 2018)

Icagen, Inc., a Delaware corporation (the “Corporation”), pursuant to Section 151 of the General Corporation Law of the State of Delaware, certifies that the directors of the Corporation have unanimously adopted the resolutions attached hereto as Appendix I providing for the issuance of 1,142,856 shares of Series C Convertible Redeemable Preferred Stock.

Icagen, Inc. – ICAGEN, INC. Warrant To Purchase Common Stock (April 9th, 2018)

Icagen, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Insert Name of Investor] the registered holder hereof or his, her or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),                        (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized ter

Icagen, Inc. – ICAGEN, INC. SECURITIES PURCHASE AGREEMENT (April 9th, 2018)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of                      , 2018, by and among Icagen, Inc., a Delaware corporation with its executive offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, North Carolina 27703 (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).

Icagen, Inc. – SECOND Amendment to ASSET PURCHASE AND COLLABORATION AGREEMENT (August 16th, 2017)

This Second Amendment (this “Amendment”), dated as of August 14, 2017 and effective as of May 31, 2017 (the “Effective Date”), to the Asset Purchase and Collaboration Agreement, dated as of June 26, 2015 and amended on July 13, 2016 (the “Original Agreement”), by and between Pfizer Research (NC), Inc. (f/k/a Icagen, Inc.), a Delaware corporation (“Pfizer” or the “Seller”), and Icagen Inc. (f/k/a XRpro Sciences, Inc.), a Delaware corporation (“Icagen” or the “Buyer”).

Icagen, Inc. – SETTLEMENT AGREEMENT AND ADEA RELEASE (July 11th, 2017)

This Settlement Agreement and Release of claims under the Age Discrimination in Employment Act (the “Agreement”) is by and between Dr. Benjamin Warner (“Warner”) and Icagen, Inc. (“Icagen”).

Icagen, Inc. – SETTLEMENT AND RELEASE AGREEMENT (July 11th, 2017)

This Settlement and Release Agreement (“Agreement”) is made and entered into this 7th day of July, 2017 (the “Effective Date”), between Icagen, Inc. f/k/a Caldera Pharmaceuticals, Inc. (“Icagen”) and Dr. Benjamin Warner, an individual residing in [#####] (“Warner”). Icagen and Warner may be referred to herein individually as a “Party” or collectively as the “Parties.”

Icagen, Inc. – EMPLOYMENT AGREEMENT (June 21st, 2017)

This Employment Agreement (this “Agreement”), dated as of June 19, 2017 (the “Effective Date”), by and between Icagen, Inc., a corporation organized under the laws of the State of Delaware with a principal address located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, North Carolina 27703 (the “Corporation”) and Douglas Krafte, Ph.D., an individual with an address located at 106 Gateridge Place, Carrboro, North Carolina 27510 (the “Executive”).

Icagen, Inc. – SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF ICA-T (May 17th, 2017)

SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF ICA-T, dated as of May 15, 2017 (this “Agreement”), made by Icagen, Inc., a Delaware corporation with offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”), Icagen-T, Inc., a Delaware corporation and a wholly-owned Subsidiary of the Parent with offices located at 2090 E. Innovation Park Drive, Oro Valley, Arizona 85755 (“ICA-T”) and each of the undersigned direct and indirect Domestic Subsidiaries (as defined below) from time to time (together with ICA-T and the Parent, collectively, the “Grantors” and each a “Grantor”), in favor of GPB Debt Holdings II, LLC (in its capacity as collateral agent for itself as purchaser of the Notes (as defined below) and each other Person who may become a Noteholder (as defined below), the “Collateral Agent;” and in its capacity as the purchaser of the Notes, the “Buyer”), pursuant to the Securities Purchase Agreement, dated as of May 15, 2017 (as amend

Icagen, Inc. – SECURITIES PURCHASE AGREEMENT (May 17th, 2017)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2017, is by and among Icagen, Inc., a Delaware corporation with its executive offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”), Icagen-T, Inc., a Delaware corporation and a wholly-owned Subsidiary (as defined below) of the Parent with offices located at 2090 E. Innovation Park Drive, Oro Valley, Arizona 85755 (“ICA-T” or the “Company”) and GPB Debt Holdings II, LLC (the “Buyer”).

Icagen, Inc. – SETTLEMENT AND RELEASE AGREEMENT (May 17th, 2017)

This Settlement and Release Agreement (“Agreement”) is made and entered into this 11th day of May, 2017, between Icagen, Inc. f/k/a Caldera Pharmaceuticals, Inc. (“Icagen”) and Dentons US LLP (“Dentons”). Icagen and Dentons may be referred to herein individually as a “Party” or collectively as the “Parties.”

Icagen, Inc. – ICAGEN-T, INC. SENIOR SECURED CONVERTIBLE NOTE (May 17th, 2017)

Icagen, Inc. and Icagen-T, Inc. hereby (a) acknowledge this Conversion Notice, (b) certify that the above indicated number of shares of Parent Common Stock [are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated number of shares of Parent Common Stock in accordance with the Transfer Agent Instructions dated May 15, 2017 from Icagen, Inc. and acknowledged and agreed to by American Stock Transfer & Trust Company.

Icagen, Inc. – Warrant To Purchase Common Stock (May 17th, 2017)

Icagen, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GPB Debt Holdings II, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 857,143 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall h

Icagen, Inc. – SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF PARENT (May 17th, 2017)

SECURITY AND PLEDGE AGREEMENT FOR OBLIGATIONS OF PARENT, dated as of May 15, 2017 (this “Agreement”), made by Icagen, Inc., a Delaware corporation with offices located at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, NC, 27703 (the “Parent”) and each of the undersigned direct and indirect Subsidiaries (as defined below) from time to time other than Icagen-T, Inc. (together with the Parent, collectively, the “Grantors” and each a “Grantor”), in favor of GPB Debt Holdings II, LLC (in its capacity as collateral agent for itself as purchaser of the Notes (as defined below) and each other Person who may become a Noteholder (as defined below), the “Collateral Agent;” and in its capacity as the purchaser of the Notes, the “Buyer”), pursuant to the Securities Purchase Agreement, dated as of May 15, 2017 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).

Icagen, Inc. – GUARANTY OF OBLIGATIONS OF ICA-T (May 17th, 2017)

This GUARANTY, dated as of May 15, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyer” party to the Securities Purchase Agreement (each as defined below).

Icagen, Inc. – GPB Debt Holdings II, LLC Plaintiff, v. Icagen, Inc. Defendant. Index No.: AFFIDAVIT OF CONFESSION OF JUDGMENT (May 17th, 2017)
Icagen, Inc. – ICAGEN, INC. SENIOR SECURED CONVERTIBLE NOTE (May 17th, 2017)

Icagen, Inc. hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Parent of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated May 15, 2017 from Icagen, Inc. and acknowledged and agreed to by American Stock Transfer & Trust Company.

Icagen, Inc. – WHEN RECORDED, RETURN to: Gusrae Kaplan Nusbaum PLLC (May 17th, 2017)