INTREXON CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 3, 2018 3.50% Convertible Senior Notes due 2023First Supplemental Indenture • July 3rd, 2018 • Intrexon Corp • Services-commercial physical & biological research • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of July 3, 2018 between INTREXON CORPORATION, a Virginia corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.02) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.02).
SHARE LENDING AGREEMENT Dated as of June 28, 2018 Among INTREXON CORPORATION (“Lender”), And JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, NEW YORK BRANCH (“Collateral Agent”)Share Lending Agreement • July 3rd, 2018 • Intrexon Corp • Services-commercial physical & biological research • New York
This AGREEMENT sets forth the terms and conditions under which Borrower may borrow from Lender shares of Common Stock (as defined below).
TERMINATION OF PREFERRED STOCK EQUITY FACILITY AGREEMENTPreferred Stock Equity Facility Agreement • July 3rd, 2018 • Intrexon Corp • Services-commercial physical & biological research • Virginia
This TERMINATION OF PREFERRED STOCK EQUITY FACILITY AGREEMENT (the “Termination Agreement”) is made and entered into as of the 28th day of June 2018 by and between Kapital Joe, LLC (the “Investor”) and Intrexon Corporation, a Virginia corporation (the “Company”).
INTREXON CORPORATION Underwriting AgreementIntrexon Corp • July 3rd, 2018 • Services-commercial physical & biological research • New York
Intrexon Corporation, a Virginia corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 3.50% Convertible Senior Notes due 2023 (the “Securities”). The Securities will be convertible into shares of common stock of the Company, no par value (the “Common Stock”), cash or a combination thereof, at the Company’s option. The Securities will be issued pursuant to a Base Indenture to be dated as of July 3, 2018 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Supplemental Indenture to be dated as of July 3, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee.
INTREXON CORPORATION Common Stock, no par value Underwriting AgreementUnderwriting Agreement • July 3rd, 2018 • Intrexon Corp • Services-commercial physical & biological research • New York
