Enzo Biochem Inc Sample Contracts

COMMON STOCK PURCHASE WARRANT ENZo BIOCHEM, INC.
Enzo Biochem Inc • May 22nd, 2023 • Services-medical laboratories

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 May 19, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Enzo Biochem, Inc., a New York corporation (the “Company”), up to _____shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2023, between Enzo Biochem, Inc., a New York corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG ENZO LIFE SCIENCES, INC. AXXORA LIFE SCIENCES, INC.
Stock Purchase Agreement • May 30th, 2007 • Enzo Biochem Inc • Services-medical laboratories • Delaware
EXHIBIT 1.1 1,000,000 SHARES ENZO BIOCHEM, INC. COMMON STOCK PLACEMENT AGENT AGREEMENT -------------------------
Enzo Biochem Inc • February 5th, 2007 • Services-medical laboratories • New York
LEASE
Lease • October 14th, 2005 • Enzo Biochem Inc • Services-medical laboratories • New York
ENZO BIOCHEM, INC. Up to $20,000,000 of Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • March 28th, 2013 • Enzo Biochem Inc • Services-medical laboratories • New York

Enzo Biochem, Inc., a New York corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE May 20, 2024
Enzo Biochem Inc • May 22nd, 2023 • Services-medical laboratories • New York

THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Debentures of Enzo Biochem, Inc., a New York corporation (the “Company”), having its principal place of business at 81 Executive Boulevard, Suite 3, Farmingdale, New York 11735 designated as its 10% Original Issue Discount Senior Secured Convertible Debenture due May 20, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SECURITY AGREEMENT
Security Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories

This SECURITY AGREEMENT, dated as of May 19 2023 (this “Agreement”), is among Enzo Biochem, Inc., a New York corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), JGB Collateral, LLC, a Delaware limited liability company, as the collateral agent (the “Agent”), and the holders of the Company’s 10% Original Issue Discount Senior Secured Convertible Debentures Due May 20, 2024, in the original aggregate principal amount of $7,608,696 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively with the Agent, the “Secured Parties”).

RECITALS
Settlement Agreement and Release • September 21st, 2006 • Enzo Biochem Inc • Services-medical laboratories • New York
SUBSIDIARY GUARANTEE
Subsidiary Guarantee • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York

SUBSIDIARY GUARANTEE, dated as of May 19, 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Enzo Biochem, Inc., a New York corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).

ENZO BIOCHEM, INC
Agreement • January 17th, 1997 • Enzo Biochem Inc • Services-medical laboratories • New York
Exhibit 1.1 3,285,715 SHARES ENZO BIOCHEM, INC. COMMON STOCK PLACEMENT AGENT AGREEMENT
Escrow Agreement • December 15th, 2006 • Enzo Biochem Inc • Services-medical laboratories • New York
DISTRIBUTION AND SUPPLY AGREEMENT BETWEEN ENZO BIOCHEM, INC. AND CORANGE INTERNATIONAL LIMITED April 25, 1994
Distribution and Supply Agreement • February 4th, 1997 • Enzo Biochem Inc • Services-medical laboratories • New York
ENZO BIOCHEM, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement
Common Stock • May 15th, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
TO AGREEMENT
Agreement • October 30th, 2000 • Enzo Biochem Inc • Services-medical laboratories • New York
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TO AGREEMENT
Agreement • October 30th, 2000 • Enzo Biochem Inc • Services-medical laboratories • New York
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 4th, 2022 • Enzo Biochem Inc • Services-medical laboratories • New York

This Second Amended and Restated Executive Employment Agreement (the “Agreement”), dated as of October 14, 2021 (the “Effective Date”), as amended March 24, 2022 and further amended October 20, 2022 (the “Amendment Date”), made between Enzo Biochem, Inc., a New York corporation, with its principal office at 527 Madison Avenue, New York, New York 10022, (the “Company”) and Hamid Erfanian (the “Executive”) (collectively, the “Parties”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 14th, 2010 • Enzo Biochem Inc • Services-medical laboratories • New York

This AGREEMENT, entered into as of December 4, 2008 (the “Agreement”), by and between Enzo Biochem, Inc., a New York corporation, with its principal office at 60 Executive Blvd, Farmingdale, NY 11735 (the “Company”), and Barry W. Weiner, residing at 69 Fifth Avenue, New York, New York 10003 (the “Executive”).

SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • September 4th, 2015 • Enzo Biochem Inc • Services-medical laboratories • New York

This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2015 (the “Effective Date”) by and between Plaintiff Enzo Life Sciences, Inc., a corporation organized and existing under the laws of the State of New York, having offices at 10 Executive Boulevard, Farmingdale, NY 11735 (“Enzo”), and Defendant Siemens Healthcare Diagnostics Inc., a corporation organized and existing under the laws of the State of California, having offices at 511 Benedict Ave., Tarrytown, NY 10591 (“Siemens”). Enzo and Siemens are individually referred to herein as a “Party,” and collectively as the “Parties.”

FEE AND LEASEHOLD MORTGAGE AND SECURITY AGREEMENT
Fee and Leasehold Mortgage and Security Agreement • December 3rd, 2018 • Enzo Biochem Inc • Services-medical laboratories

This Fee and Leasehold Mortgage and Security Agreement (the “Mortgage”), made as of the 27th day of November, 2018 from the Town of Babylon Industrial Development Agency, a public benefit corporation organized and existing under the laws of the State of New York, having its principal office at 47 West Main Street - Suite 3, Babylon, NY 11702 (the “Agency”), and Enzo Realty II, LLC, a New York limited liability company, having an office at 10 Executive Boulevard, Farmingdale, New York, 11735 (the “Mortgagor”), to Citibank, N.A., a national banking association, having an office at 601 Lexington Avenue, 21st Floor, New York, New York 10022 (the “Mortgagee”).

COOPERATION AGREEMENT
Cooperation Agreement • January 4th, 2022 • Enzo Biochem Inc • Services-medical laboratories • New York

This Cooperation Agreement (this “Agreement”) is made and entered into as of January 3, 2022 by and among Enzo Biochem, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, the “Radoff Parties”) (each of the Company and the Radoff Parties, a “Party” to this Agreement, and collectively, the “Parties”).

CREDIT AGREEMENT by and among ENZO CLINICAL LABS, INC., ENZO LIFE SCIENCES, INC., such other Persons joined hereto as a Borrower from time to time, as Borrowers, and GEMINO HEALTHCARE FINANCE, LLC d/b/a SLR HEALTHCARE ABL, as Lender Dated as of March...
Credit Agreement • April 5th, 2023 • Enzo Biochem Inc • Services-medical laboratories • Pennsylvania

THIS CREDIT AGREEMENT (“Agreement”) is dated this 31st day of March, 2023, by and among ENZO CLINICAL LABS, INC., a New York corporation (“ECL”), and ENZO LIFE SCIENCES, INC., a New York corporation (“ELS”), and such other Persons joined hereto as Borrower from time to time (together with ECL and ELS, individually and collectively, “Borrower”) and GEMINO HEALTHCARE FINANCE, LLC d/b/a SLR HEALTHCARE ABL, a Delaware limited liability company, as lender (“Lender”).

Enzo biochem, INC. AMENDMENT NO. 1 TO Amended and restated employment agreement
Employment Agreement • January 10th, 2017 • Enzo Biochem Inc • Services-medical laboratories • New York

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Employment Agreement dated December 4, 2008 (the “Agreement”) between Enzo Biochem, Inc., a New York corporation, with its principal office at 60 Executive Blvd, Farmingdale, NY 11735 (the “Company”), and Elazar Rabbani (the “Executive”), is made as of January 5, 2017.

SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • June 8th, 2016 • Enzo Biochem Inc • Services-medical laboratories • Delaware

This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2016 (the “Effective Date”) by and between Plaintiff Enzo Life Sciences, Inc., a corporation organized and existing under the laws of the State of New York, having offices at 10 Executive Boulevard, Farmingdale, NY 11735 (“Enzo”), and Defendant Life Technologies Corporation, a corporation organized and existing under the laws of the State of Delaware, having offices at 5791 Van Allen Way, Carlsbad, California, 92008 (“Life”). Enzo and Life are individually referred to herein as a “Party,” and collectively as the “Parties.”

TERMINATION OF SPLIT DOLLAR AGREEMENT
Termination of Split Dollar Agreement • August 6th, 2008 • Enzo Biochem Inc • Services-medical laboratories • New York

THIS TERMINATION OF SPLIT DOLLAR AGREEMENT, entered into this 31st day of July, 2008, by and among Enzo Biochem, Inc., a New York corporation (hereinafter the “Company”), Barry W. Weiner, an individual residing in the State of New York (hereinafter referred to as the “Employee”), and Elazar Rabbani and Robert H. Cohen, as trustees of The Barry W. Weiner 1998 Irrevocable Insurance Trust For Newly Purchased Insurance, under agreement dated as of November 6, 1998 (hereinafter the “Owner”).

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