Registration Rights AgreementRegistration Rights Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 31 2014, among Enumeral Biomedical Holdings, Inc. (formerly known as Cerulean Group, Inc.), a Delaware corporation (the “Company”), the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Brokers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This SPLIT-OFF AGREEMENT, dated as of July 31, 2014 (this “Agreement”), is entered into by and among Enumeral Biomedical Holdings, Inc. (f/k/a Cerulean Group, Inc.), a Delaware corporation (the “Parent”), (“Seller”), Cerulean Operating Corp, a Delaware corporation (“Split-Off Subsidiary”), and Olesya Didenko (“Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of $10,000,000 (the “Minimum Offering”) and a maximum of $15,000,000 (the “Maximum Offering”) of Units of securities (the “Units”), plus up to an additional $5,000,000 of Units to cover over-allotments, issued by Cerulean Group, Inc., a Nevada corporation (the “Company”), at a purchase price of $1.00 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase one share of Common Stock, exercisable from issuance until five (5) years after the initial Closing of the Offering at an exercise price of $2.00 per share. This subscription is being submitted to you in accordance
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
RESEARCH AGREEMENTResearch Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New Jersey
This Research Agreement (the “Agreement”), effective as of June 18th, 2012 (“Effective Date”), is entered into by and between Enumeral Biomedical Corp., a Delaware corporation with an address at 1450 Broadway, 24th Floor, New York, New York 10018 ("ENUMERAL"), and sanofi-aventis U.S. Inc., having an address at 1041 Route 202-206, P.O. Box 6800, Bridgewater, NJ 08807-0800 (hereinafter referred to as “SANOFI US”). Each of ENUMERAL and SANOFI US are referred to herein as a “Party” or collectively as the “Parties”.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND ENUMERAL BIOMEDICAL CORP EXCLUSIVE PATENT LICENSE AGREEMENTPatent License Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology ("M.I.T."), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Enumeral Biomedical Corp., Inc. ("COMPANY"), a Delaware corporation, with a principal place of business at 1450 Broadway, 24th Floor, New York, NY 10018.
ContractEnumeral Biomedical Holdings, Inc. • August 7th, 2014 • Services-computer programming, data processing, etc. • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ENUMERAL BIOMEDICAL HOLDINGS, INC. (formerly Cerulean Group, Inc.) ENUMERAL ACQUISITION CORP. and ENUMERAL BIOMEDICAL CORP AND WITH RESPECT TO SECTION 6.3(f), ARTHUR H. Tinkelenberg, as...Agreement and Plan of Merger and Reorganization • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
ContractLoan and Security Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of December 1, 2011, by and between Square 1 Bank (“Bank”) and Enumeral Biomedical Corp. (“Borrower”).
CONTRACT RESEARCH AGREEMENTContract Research Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
Crucell Holland B.V., a private company with limited liability, with offices located at Archimedesweg 4, 2333 CN Leiden, the Netherlands, (“Crucell”),
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are...Master Service Provider Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New Jersey
THIS AGREEMENT (the “Agreement”) is made as of the 14th day of March, 2012 (“Effective Date”), by and between Anthrogenesis Corporation, a New Jersey Corporation, doing business as Celgene Cellular Therapeutics (a wholly owned subsidiary of Celgene Corporation) having its principal place of business at 33 Technology Drive, 2nd Floor, Warren, NJ 07059 (together with its affiliates hereinafter collectively referred to as “CCT”) and Enumeral Biomedical Corporation, having a place of business at 1450 Broadway, 24th Floor, New York, NY 10018 (hereinafter called “Service Provider”).
Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
On July 31, 2014, the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Enumeral Biomedical Holdings, Inc. (the "Company") pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
July 17, 2012Term Commencement Date Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • Massachusetts
Enclosed for your files please find one (1) fully-executed counterpart of the Lease by and between Enumeral Biomedical Corp., as Tenant, and RB Kendall Fee, LLC, as Landlord, dated July 16, 2012, with respect to Enumeral’s space at One Kendall Square, Cambridge, Massachusetts.
Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are...Contract Research Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc.
Crucell Holland B.V., a Dutch company with offices located at Archimedesweg 4-6, 2333 CN Leiden, the Netherlands, hereinafter referred to as “Crucell”; and
EMPLOYMENT AGREEMENT Derek BrandEmployment Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
AGREEMENT dated as of May 19th, 2011 (the “Effective Date”), between Enumeral Biomedical Corp., a Delaware Corporation (the “Company”), and Derek Brand of 560 Riverside Drive, Apt. 19G, New York, NY 10027 (“Employee”).
SERVICES AGREEMENTServices Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Services Agreement (“Agreement”) is entered into as of the 8th day of October 2013 (“Effective Date”) between Novartis Pharma AG located at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”) and Enumeral Biomedical Corporation (a Delaware Company), located at 1450 Broadway 24th floor, New York, NY, 10018 (“Enumeral”), each individually a “Party” or collectively “Parties” to this Agreement.
General RELEASE agreementGeneral Release Agreement • August 7th, 2014 • Enumeral Biomedical Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This General Release Agreement (this “Agreement”), dated as of July 31, 2014, is entered into by and among Enumeral Biomedical Holdings, Inc. (f/k/a Cerulean Group, Inc.), a Delaware corporation (“Seller”), Cerulean Operating Corp., a Delaware corporation (“Split-Off Subsidiary”) and Olesya Didenko (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
