Exhibit
10.5


 


Execution
Version


 


GUARANTY
OF OBLIGATIONS OF ICA-T


 


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).


 


W
I T N E S S E T H:


 


WHEREAS,
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 of the
Parent with its executive offices located at 2090 E. Innovation Park Drive, Oro Valley, Arizona 85755 (“ICA-T”)
and GPB Debt Holdings II, LLC, in its capacity as an investor (the “Buyer”) are parties to the Securities Purchase
Agreement, dated as of May 15, 2017 (as amended, restated, extended, replaced or otherwise modified from time to time and together
with all amendments, supplements and exhibits thereto, collectively, the “Securities Purchase Agreement”),
pursuant to which, among other actions set forth therein, (i) ICA-T shall be required to sell an $8,000,000 aggregate principal
amount senior secured note of ICA-T (as such may be amended, restated, extended, replaced or otherwise modified from time to time
in accordance with the terms thereof, the “ICA-T Note”) and (ii) the Parent shall be required to sell a $2,000,000
aggregate principal amount aggregate principal amount senior secured note of the Parent (as such may be amended, restated, extended,
replaced or otherwise modified from time to time in accordance with the terms thereof, the “Parent Note” and
together with the ICA-T Note, collectively, the “Notes”) to the Buyer and the Buyer shall have the right to
purchase the Notes;


 


WHEREAS,
the Securities Purchase Agreement requires that the Guarantors execute and deliver to the Collateral Agent simultaneously with
the execution of the Securities Purchase Agreement (i) a guaranty guaranteeing all of the obligations of (A) ICA-T under the Securities
Purchase Agreement, the ICA-T Note and the other Transaction Documents (as defined below) and (B) the Parent under the ICA-T Note;
and (ii) a Security and Pledge Agreement, dated as of the date hereof, granting the Collateral Agent for the benefit of the Noteholders
a lien on and security interest in all of their assets and properties (the “Security Agreement”); and


 


WHEREAS,
each Guarantor has determined that the execution, delivery and performance of this Guaranty directly benefits, and is in the best
interest of, such Guarantor and that the Buyer would not have entered into the Securities Purchase Agreement and the other Transaction
Documents and/or taken the actions required of it under such documents including purchasing the ICA-T Note if the Guarantor had
executed and delivered this Guaranty.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyer to perform under the Securities
Purchase Agreement, each Guarantor hereby agrees with the Buyer as follows:


 






    	 		 



     


    

 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyer to perform under the Securities
Purchase Agreement, each Guarantor hereby agrees with the Buyer as follows:




 


SECTION
1. Definitions. Reference is hereby made to the Securities Purchase Agreement and the ICA-T Note for a statement of the
terms thereof. All terms used in this Guaranty and the recitals hereto which are defined in the Securities Purchase Agreement
or the ICA-T Note, and which are not otherwise defined herein shall have the same meanings herein as set forth therein. In addition,
the following terms when used in the Guaranty shall have the meanings set forth below:


 


“Bankruptcy
Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable
bankruptcy, insolvency or similar laws).


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed.


 


“Buyer”
shall have the meaning set forth in the recitals hereto.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or
other equivalents (however designated and whether or not voting) of corporate stock (including, without limitation, any warrants,
options, rights or other securities exercisable or convertible into equity interests or securities of such Person), and (ii) with
respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.


 


“Collateral”
means all assets and properties of the Parent and each other Guarantor, wherever located and whether now or hereafter existing
and whether now owned or hereafter acquired, of every kind and description, tangible or intangible, including, without limitation,
the collateral described in Section 2 of the Security Agreement.


 


“Collateral
Agent” shall have the meaning set forth in the recitals hereto.


 


“Governmental
Authority” means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other
political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guaranteed
Obligations” shall have the meaning set forth in Section 2 of this Guaranty.


 


“Guarantor”
or “Guarantors” shall have the meaning set forth in the first paragraph of this Guaranty.


 


“ICA-T
Note” shall have the meaning set forth in the recitals hereto.


 


“Indemnified
Party” shall have the meaning set forth in Section 13(a) of this Guaranty


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under
any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions,
or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 






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“Noteholders”
means the Buyer and any other holder of all or any portion of the ICA-T Note.


 


“Obligations”
shall have the meaning set forth in Section 3 of the Security Agreement.


 


“Other
Taxes” shall have the meaning set forth in Section 12(a)(iv) of this Guaranty.


 


“Paid
in Full” or “Payment in Full” means the indefeasible payment in full in cash (and/or through the issuance
of Parent Common Stock (as defined in the ICA-T Note) but solely to the extent, in accordance with and pursuant to the terms of
the ICA-T Note) of all of the Guaranteed Obligations.


 


“Parent”
shall have the meaning set forth in the recitals hereto.


 


“Person”
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated
organization, joint venture or other enterprise or entity or Governmental Authority.


 


“Securities
Purchase Agreement” shall have the meaning set forth in the recitals hereto.


 


“Security
Agreement” shall have the meaning set forth in the recitals hereto.


 


“Subsidiary”
means any Person in which a Guarantor directly or indirectly (i) owns a majority of the outstanding Capital Stock, voting
stock or holds any equity or similar interest of such Person including, but not limited to, any Subsidiary of ICA-T or (ii) controls
or operates a substantial portion of the business, operations or administration of such Person including, but not limited to,
any Subsidiary of ICA-T, and all of the foregoing, collectively, “Subsidiaries”.


 


“Taxes”
shall have the meaning set forth in Section 12(a) of this Guaranty.


 


“Transaction
Party” means the Parent, ICA-T and each other Guarantor, collectively, “Transaction Parties”.


 


SECTION
2. Guaranty.


 


(a)       The
Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of
the Collateral Agent, the Buyer and any other Noteholder the punctual payment, as and when due and payable, by stated maturity,
acceleration or otherwise, of all Obligations of including, without limitation, all interest, make-whole, redemption and other
amounts that accrue after the commencement of any Insolvency Proceeding of ICA-T or any Guarantor, whether or not the payment
of such principal, interest, make-whole, redemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding,
and all fees, Late Charges (as defined in the ICA-T Note), interest, premiums, penalties, causes of actions, costs, commissions,
expense reimbursements, indemnifications and all other amounts due or to become due under the ICA-T Note and the other Transaction
Documents and (all of the foregoing collectively being the “Guaranteed Obligations”), and agree to pay any
and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Collateral Agent in
enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing,
each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by ICA-T to the Collateral Agent or the Buyer under the Securities Purchase Agreement, the ICA-T Note and any other
Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving any Transaction Party.


 






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(b)       Each
Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and the Buyer, hereby confirms that it is the intention
of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and
the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyer
and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time
shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not
constituting a fraudulent transfer or conveyance.


 


SECTION
3. Guaranty Absolute; Continuing Guaranty; Assignments.


 


(a)       The
Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms
of the ICA-T Note and the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of the Collateral Agent, the Buyer and/or any other Noteholder with
respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate
action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any
action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The
liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable,
absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law,
any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(i)         any
lack of validity or enforceability of the ICA-T Note and/or any other Transaction Document;


 


(ii)        any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase
in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or extension of the maturity
of any Guaranteed Obligations or otherwise;


 


(iii)       any
taking, exchange, release or non-perfection of any Collateral;


 






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(iv)       any
taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;


 


(v)        any
change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any
Transaction Party;


 


(vi)       any
manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations,
or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations
or any other Obligations of any Transaction Party under the Transaction Documents or any other assets of any Transaction Party
or any of its Subsidiaries;


 


(vii)      any
failure of the Collateral Agent, the Buyer and/or any other Noteholder to disclose to any Transaction Party any information relating
to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Transaction
Party now or hereafter known to the Collateral Agent, the Buyer and/or any other Noteholder (each Guarantor waiving any duty on
the part of the Collateral Agent, the Buyer and/or any other Noteholder to disclose such information);


 


(viii)     taking
any action in furtherance of the release of any Guarantor or any other Person that is liable for the Obligations from all or any
part of any liability arising under or in connection with any Transaction Document without the prior written consent of the Collateral
Agent; or


 


(ix)       any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation
by the Collateral Agent, the Buyer and/or any other Noteholder that might otherwise constitute a defense available to, or a discharge
of, any Transaction Party or any other guarantor or surety.


 


(b)       This
Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by the Collateral Agent, the Buyer, any other Noteholder and/or any other
Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had
not been made.


 


(c)       This
Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations
(other than inchoate indemnity obligations) and shall not terminate for any reason prior to the Maturity Date of the ICA-T Note
(other than Payment in Full of the Guaranteed Obligations), and (ii) be binding upon each Guarantor and its respective successors
and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Collateral Agent, the Buyer and/or any other
Noteholder and their respective successors, and permitted pledgees, transferees and assigns. Without limiting the generality of
the foregoing sentence, the Collateral Agent, the Buyer and/or any other Noteholder may pledge, assign or otherwise transfer all
or any portion of its rights, remedies and obligations under and subject to the terms of any Transaction Document to any other
Person [other than to the Buyer Affiliate] [(as defined in the Securities Purchase Agreement)] and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to the Collateral Agent, the Buyer and/or any other Noteholder
(as applicable) herein or otherwise, in each case as provided in the Securities Purchase Agreement or such other Transaction Document.


 






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SECTION
4. Waivers. To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, protest, notice
of acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty
and any requirement that the Collateral Agent exhaust any right or take any action against any Transaction Party or any other
Person or any Collateral. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated herein and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.
The Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future. Without limiting the foregoing, to the extent permitted
by applicable law, each Guarantor hereby unconditionally and irrevocably waives (a) any defense arising by reason of any claim
or defense based upon an election of remedies by the Collateral Agent or the Buyer that in any manner impairs, reduces, releases
or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor
or other rights of such Guarantor to proceed against any of the other Transaction Parties, any other guarantor or any other Person
or any Collateral, and (b) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations
of such Guarantor hereunder. Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Collateral
Agent, the Buyer and/or any other Noteholder to disclose to such Guarantor any matter, fact or thing relating to the business,
condition (financial or otherwise), operations, performance, properties or prospects of any other Transaction Party or [any of
its Subsidiaries] now or hereafter known by the Collateral Agent, the Buyer and/or any other Noteholder.


 


SECTION
5. Subrogation. No Guarantor may exercise any rights that it may now or hereafter acquire against any Transaction Party
or any other Guarantor and/or guarantor that arise from the existence, payment, performance or enforcement of any Guarantor’s
obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of the Collateral Agent, the Buyer and/or any other Noteholder
against any Transaction Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity
or under contract, statute or common law, including, without limitation, the right to take or receive from any Transaction Party
or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security
solely on account of such claim, remedy or right, unless and until there has been Payment in Full of the Guaranteed Obligations.
If any amount shall be paid to a Guarantor in violation of the immediately preceding sentence at any time prior to Payment in
Full of the Guaranteed Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the
benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guaranty, whether matured or un-matured, in accordance with the terms of
the Transaction Document, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If (a) any Guarantor shall make payment to the Collateral Agent of all or any part of the Guaranteed Obligations,
and (b) there has been Payment in Full of the Guaranteed Obligations, the Collateral Agent will, at such Guarantor’s request
and expense, execute and deliver to such Guarantor appropriate documents to evidence payment in Full of the Guaranteed Obligations
without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of
an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.


 






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SECTION
6. Representations, Warranties and Covenants.


 


(a)       Each
Guarantor hereby represents and warrants as of the date first written above as follows:


 


(i)         such
Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite
corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as
presently contemplated and to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document
to which such Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified
to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or
in which the transaction of its business makes such qualification necessary except where the failure to be so qualified (individually
or in the aggregate) would not result in a Material Adverse Effect.


 


(ii)        The
execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor
is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action,
(B) do not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or
operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual
restriction binding on such Guarantor or its properties do not and will not result in or require the creation of any lien, security
interest or encumbrance (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C)
do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any
material permit, license, authorization or approval applicable to it or its operations or any of its properties.


 


(iii)       No
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required
in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction
Documents to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).


 






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(iv)       This
Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such
Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles
(regardless of whether enforcement is sought in equity or at law).


 


(v)       There
is no pending or, to the knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which
any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A)
if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any
of the other Transaction Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby.


 


(vi)       Such
Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction
Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial
condition and business of the Parent and the other Transaction Parties, and has no need of, or right to obtain from the Collateral
Agent or the Buyer, any credit or other information concerning the affairs, financial condition or business of the Parent or the
other Transaction Parties.


 


(vii)      There
are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.


 


(b)       Each
Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants
which are set forth in Section 4 of the Securities Purchase Agreement as if such Guarantor were a party thereto.


 


SECTION
7. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent, the
Buyer and/or any other Noteholder may, and is hereby authorized to, at any time and from time to time, without notice to the Guarantors
(any such notice being expressly waived by each Guarantor) and to the fullest extent permitted by law, set-off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing
by the Collateral Agent, the Buyer and/or any other Noteholder to or for the credit or the account of any Guarantor against any
and all obligations of the Guarantors now or hereafter existing under this Guaranty or any other Transaction Document, irrespective
of whether or not the Collateral Agent, the Buyer and/or any other Noteholder shall have made any demand under this Guaranty or
any other Transaction Document and although such obligations may be contingent or unmatured. The Collateral Agent, the Buyer and/or
any other Noteholder agrees to notify the relevant Guarantor promptly after any such set-off and application made by the Collateral
Agent or the Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and application.
The rights of the Collateral Agent, the Buyer and/or any other Noteholder under this Section 7 are in addition to other
rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent, the Buyer and/or any
other Noteholder may have under this Guaranty or any other Transaction Document in law or otherwise.


 






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SECTION
8. Limitation on Guaranteed Obligations.


 


(a)       Notwithstanding
any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to
exceed as of any date of determination the greater of:


 


(i)         the
amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the ICA-T Note; and


 


(ii)        the
amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable
or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and
indemnification.


 


(b)       Each
Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent, the
Buyer and/or any other Noteholder hereunder or under applicable law.


 


(c)       No
payment made by ICA-T, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent,
the Buyer and/or any other Noteholder from ICA-T, any of the Guarantors, any other guarantor or any other Person by virtue of
any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in
payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed
Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable
for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations
and all other amounts payable under this Guaranty shall have been Paid in Full.


 


SECTION
9. Notices, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated
or, in the case of email with a read receipt generated and kept on file by the sending party); or (iii) one (1) Business Day after
deposit with a nationally recognized overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same. All notices and other communications provided for hereunder shall be sent, if to any Guarantor,
to the Parent’s address and/or facsimile number, or if to the Collateral Agent, the Buyer and/or any other Noteholder, to
it at its respective address and/or facsimile number, each as set forth in Section 9(f) of the Securities Purchase Agreement.


 






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SECTION
10. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of
this Guaranty shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each Guarantor hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim, obligation or defense that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under Section 9(f) of the Securities Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Collateral Agent or the Buyer from bringing suit or taking other legal action against any Guarantor in any other jurisdiction
to collect on a Guarantor’s obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent
or the Buyer. 


 


SECTION
11. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING
OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


SECTION
12. Taxes.


 


(a)       All
payments made by any Guarantor hereunder or under any other Transaction Document shall be made in accordance with the terms of
the respective Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense.
Without limiting the foregoing, all such payments shall be made free and clear of and without deduction or withholding for any
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding
taxes imposed on the net income of the Collateral Agent, the Buyer and/or any other Noteholder by the jurisdiction in which
the Collateral Agent, the Buyer and/or any other Noteholder is organized or where it has its principal lending office (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”).
If any Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under
any other Transaction Document:


 


(i)         the
amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including
Taxes on amounts payable to the Collateral Agent or the Buyer pursuant to this sentence) the Collateral Agent or the Buyer receives
an amount equal to the sum it would have received had no such deduction or withholding been made,


 






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(ii)        such
Guarantor shall make such deduction or withholding,


 


(iii)       such
Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable
law, and


 


(iv)       as
promptly as possible thereafter, such Guarantor shall send the Collateral Agent or the Buyer an official receipt (or, if an official
receipt is not available, such other documentation as shall be satisfactory to the Collateral Agent, as the case may be) showing
payment. In addition, each Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement
of, or otherwise with respect to, this Guaranty or any other Transaction Document (collectively, “Other Taxes”).


 


(b)       Each
Guarantor hereby indemnifies and agrees to hold each Indemnified Party harmless from and against Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 12) paid
by any Indemnified Party as a result of any payment made hereunder or from the execution, delivery, registration or enforcement
of, or otherwise with respect to, this Guaranty or any other Transaction Document, and any liability (including penalties, interest
and expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted so long as each Guarantor was provided with the right set forth above. This indemnification
shall be paid within thirty (30) days from the date on which the Collateral Agent or the Buyer makes written demand therefor,
which demand shall identify the nature and amount of such Taxes or Other Taxes.


 


(c)       If
any Guarantor fails to perform any of its obligations under this Section 12, such Guarantor shall indemnify the Collateral
Agent and the Buyer for any taxes, interest or penalties that may become payable as a result of any such failure. The obligations
of the Guarantors under this Section 12 shall survive the termination of this Guaranty and the payment of the Obligations
and all other amounts payable hereunder.


 


SECTION
13. Indemnification.


 


(a)       Without
limitation of any other obligations of any Guarantor or remedies of the Collateral Agent or the Buyer under this Guaranty or applicable
law, except to the extent resulting from such Indemnified Party’s gross negligence or willful misconduct, as determined
by a final judgment of a court of competent jurisdiction no longer subject to appeal, each Guarantor shall, to the fullest extent
permitted by law, indemnify, defend and save and hold harmless the Collateral Agent and the Buyer and each of their affiliates
and their respective officers, directors, members, managers, employees, agents and advisors (each, an “Indemnified Party”)
from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection
with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Transaction
Party enforceable against such Transaction Party in accordance with their terms.


 






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(b)       Each
Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract,
tort or otherwise) or any fiduciary duty or obligation to any of the Guarantors or any of their respective affiliates or any of
their respective officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim
against any Indemnified Party on any theory of liability, for special, indirect, consequential, incidental or punitive damages
arising out of or otherwise relating to the facilities, the actual or proposed use of the proceeds of the advances, the Transaction
Documents or any of the transactions contemplated by the Transaction Documents.


 


SECTION
14. Miscellaneous.


 


(a)       Each
Guarantor will make each payment hereunder in lawful money of the United States of America and in immediately available funds
to the Collateral Agent or the Buyer, at such address specified by the Collateral Agent or the Buyer from time to time by notice
to the Guarantors.


 


(b)       No
amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by each Guarantor, the Collateral Agent and the Buyer, and then
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


(c)       No
failure on the part of the Collateral Agent or the Buyer to exercise, and no delay in exercising, any right or remedy hereunder
or under any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right
hereunder or under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right
or remedy. The rights and remedies of the Collateral Agent and the Buyer provided herein and in the other Transaction Documents
are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights and remedies of
the Collateral Agent and the Buyer under any Transaction Document against any party thereto are not conditional or contingent
on any attempt by the Collateral Agent or the Buyer to exercise any of their respective rights or remedies under any other Transaction
Document against such party or against any other Person.


 


(d)       If
any provision of this Guaranty or any Transaction Document is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Guaranty so long as this Guaranty as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 






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(e)       This
Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations
(other than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of the
ICA-T Note (other than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon each Guarantor and its respective
successors and assigns. This Guaranty shall inure, together with all rights and remedies of the Collateral Agent hereunder, to
the benefit of and be enforceable by the Collateral Agent, the Buyer, and their respective successors, and permitted pledgees,
transferees and assigns. Without limiting the generality of the foregoing sentence, the Collateral Agent or the Buyer may pledge,
assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of the Securities
Purchase Agreement or any other Transaction Document to any other Person in accordance with the terms thereof, and such other
Person shall thereupon become vested with all the benefits in respect thereof granted to the Collateral Agent or the Buyer (as
applicable) herein or otherwise, in each case as provided in the Securities Purchase Agreement or such Transaction Document. None
of the rights or obligations of any Guarantor hereunder may be assigned or otherwise transferred without the prior written consent
of the Buyer.


 


(f)       This
Guaranty and the other Transaction Documents reflect the entire understanding of the transaction contemplated hereby and shall
not be contradicted or qualified by any other agreement, oral or written, entered into before the date hereof.


 


(g)       The
headings of this Guaranty are for convenience of reference and shall not form part of, or affect the interpretation of, this Guaranty.
 Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof.  The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.”  The terms
“herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead
of just the provision in which they are found.


 


SECTION
15. Currency Indemnity.


 


If,
for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to
convert into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment
Currency”) an amount due under this Guaranty in any currency (the “Obligation Currency”) other than
the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding
(a) the date of actual payment of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that
will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any
proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section
15 being hereinafter in this Section 15 referred to as the “Judgment Conversion Date”).


 


If,
in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the
rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately
available funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary
to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the
date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of’
the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion
Date. Any amount due from the Guarantors under this Section 15 shall be due as a separate debt and shall not be affected
by judgment being obtained for any other amounts due under or in respect of this Guaranty.


 


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IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by its respective duly authorized officer, as of the date
first above written.


	 	 	 
	 	GUARANTORS:
	 	 	 
	 	ICAGEN,
    INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
Richard Cunningham
	 	 	Name:
    Richard Cunningham
	 	 	Title:
    Chief Executive Officer
	 	 	 
	 	ICAGEN
    CORP (FORMERLY KNOWN AS XRPRO CORP.)., a Nevada corporation
	 	 	 
	 	By:	/s/
    Richard Cunningham
	 	 	Name:
    Richard Cunningham
	 	 	Title:
    Chief Executive Officer
	 	 	 
	 	CALDERA
    DISCOVERY, INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Richard Cunningham
	 	 	Name:
    Richard Cunningham
	 	 	Title:
    Chief Executive Officer
	 	 	 
	 	XRPRO
    SCIENCES, INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
Richard Cunningham
	 	 	Name:
    Richard Cunningham
	 	 	Title:
    Chief Executive Officer








	 	 	 
	ACCEPTED
    BY:	 
	 	 	 
	GPB
    DEBT HOLDINGS II, LLC,	 
	as
    Collateral Agent	 
	 	 	 
	By:	/s/
David Gentile	 
	 	Name:
    David     Gentile	 
	 	Title:
    Manager	 


 


 


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