Form of Warrant to Purchase



 Exhibit 4.9 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM. 
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANT AND IN ARTICLE III OF A CERTAIN SECURITIES PURCHASE AGREEMENT BY AND AMONG THE
COMPANY AND CERTAIN PURCHASERS OF THE COMPANY’S SECURITIES, INCLUDING THE HOLDER OF THIS WARRANT. 
  

			
	Warrant No. ____	  	Number of Shares: ________
(subject to adjustment)
		
	 Date of Issuance: February 6, 2007
  
 Original Issue Date (as defined in subsection 2(a)): February 6, 2007
	  	

 Icagen, Inc. 
 Common Stock Purchase Warrant 
 (Void after February 6, 2012) 
 Icagen, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that
                    , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set
forth below, to purchase from the Company shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $1.45 per share, at any time or from time to time on or after the date of issuance and on
or before the earlier of (i) 5:00 p.m. (Boston time) on February 6, 2012 and (ii) ten business days after notice from the Company, in accordance with Section 10 of this Warrant, provided that such notice may only be given by the
Company if (A) the closing price of the Common Stock on the Nasdaq Global Market or the Nasdaq Capital Market, as applicable (or, if the Common Stock is not traded on the Nasdaq Global Market or the Nasdaq Capital Market, the closing bid price
of the Common Stock in the over-the-counter market), for a period of 30 consecutive trading days at any time after the date of this Warrant, is greater than $3.00 per share and (B) the Registration Statement contemplated by Article VI
(“Article VI”) of the Purchase Agreement (as defined below) is available for the sale of the Warrant Shares (as defined below), the Warrant Shares can be sold pursuant to Rule 144(k) of the Securities Act of 1933, as amended (the
“Act”), or any time after the third anniversary of the Original Issue Date. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as 










 
adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase
Price,” respectively. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Securities Purchase Agreement, dated January 26, 2007 (such warrants, the “PIPE Warrants”), by and among the Company and
the original Registered Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). 
 1.
Exercise. 
 (a) Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, in
whole or in part and at any time or from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or
at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. 
 (b) Cashless Exercise. 
 (i) The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time, on a cashless basis, by surrendering this Warrant, with the purchase form
appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of
the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined
according to the following formula: 
 X = Y(A-B) 
     A 
  

			
	Where: X =	  	the number of Warrant Shares that shall be issued to the Registered Holder;
		
	Y =	  	the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares
subject to the portion of the Warrant being cancelled in payment of the Purchase Price);
		
	A =	  	the Fair Market Value (as defined below) of one share of Common Stock; and
		
	B =	  	the Purchase Price then in effect.

 (ii) The Fair Market Value per share of Common Stock shall be determined as
follows: 
  

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 (1) If the Common Stock is listed on the Nasdaq Global Market, the Nasdaq Capital Market
or another national securities exchange, as of the Exercise Date (as defined below), the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the
trading day immediately preceding the Exercise Date (provided that if the Common Stock is so listed as of the Exercise Date, but no such price is reported on such date, the Fair Market Value per share of Common Stock shall be determined
pursuant to clause (3) below); 
 (2) If the Common Stock is traded over-the-counter, but not on the Nasdaq Global
Market, the Nasdaq Capital Market or another national securities exchange, the Fair Market Value per share of Common Stock shall be deemed to be the average of the closing bid prices over the 30-day period ending immediately prior to the Exercise
Date; and 
 (3) If the Common Stock is not listed on the Nasdaq Global Market, the Nasdaq Capital Market or another national
securities exchange, and is not traded over-the-counter as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the
“Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with
employees of the Company); and, upon request of the Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than ten days after such request, notify the Registered Holder of
the Fair Market Value per share of Common Stock and furnish the Registered Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a
determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the
Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made and notice thereof is provided to the
Registered Holder. 
 (c) Exercise Date. Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the “Exercise Date”). At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. 
 (d) Issuance of Certificates. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event
within five business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes)
may direct: 
  

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 (i) a certificate or certificates for the number of full Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and 
 (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so
exercised (which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of
the Warrant being cancelled in payment of the Purchase Price). 
 2. Adjustments. 
 (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which
this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued) (either such date being referred to as the
“Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time
after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision or combination becomes effective. 
 (b) Adjustment for Certain Dividends and
Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have
been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: 
 (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and 
 (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; 
  

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 provided, however, that if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions. 
 (c) Adjustment in Number of Warrant
Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment. 
 (d) Adjustments for Other Dividends and Distributions. In the event the
Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the
Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event
provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the
Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any
such securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. 
 (e) Adjustment for Reorganization. If there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”),
then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization
if such exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the
rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable,
as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. The terms of any agreement pursuant to which a Reorganization is effected shall include terms requiring
any successor or surviving entity to comply with the provisions hereof. 
 (f) Certificate as to Adjustments. Upon the
occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall, 

  

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as promptly as reasonably practicable but in any event not later than ten days thereafter, compute such adjustment or readjustment in accordance with the
terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price)
and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than ten days
thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or
property which then would be received upon the exercise of this Warrant. 
 3. Fractional Shares. The Company shall not be required
upon the exercise of this Warrant to issue any fractional shares, but shall pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b)(ii) above.

 4. Company Covenants. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights
represented by this Warrant will, when issued and paid for pursuant to the provisions of this Warrant, be validly issued, fully paid and nonassessable. The Company further covenants and agrees that it will at all times reserve and keep available,
solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 
 5. Investment Representations, Warranties and Covenants. The initial Registered Holder represents and warrants to the Company as follows:

 (a) Securities Act Compliance. The Registered Holder is acquiring the Warrant, and (if and when it exercises this
Warrant) it will acquire the Warrant Shares, in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no
intention of selling or distributing any of such Warrants (including the Warrant Shares) or any arrangement or understanding with any other persons regarding the sale or distribution of such Warrants (including the Warrant Shares) except in
accordance with Article VI. Nothing contained in this Warrant shall be deemed a representation or warranty by such Registered Holder to hold the Warrant or any Warrant Shares for any period of time. The Registered Holder will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Warrant or any Warrant Shares, except in compliance with the Act, applicable foreign and state
securities laws and the respective rules and regulations promulgated thereunder. The Registered Holder covenants with the Company not to make any sale of the Warrant and the Warrant Shares without (i) complying with the provisions of the
Agreement, including Article VI, and (ii) satisfying the requirements of the Act and the rules and regulations promulgated thereunder. 
 (b) Accredited Investor; Experience. The Registered Holder (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act, (ii) has the knowledge, sophistication and
experience necessary to make, and is qualified to make decisions 

  

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with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the
Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in such securities and (iv) has requested, received, reviewed and considered all information it deemed relevant in making
an informed decision with respect to such securities. 
 6. Transfers, etc. 
 (a) This Warrant and the Warrant Shares shall not be sold or transferred except pursuant to (i) the Registration Statement
contemplated by Article VI if effective at the time of such transfer or (ii) Rule 144(k) of the Act or any successor rule provided that the Registered Holder is not and has not been within three months prior to such date, an
“affiliate” of the Company, as such term is defined in Rule 144 of the Act. With respect to transfers that are not made pursuant to a Registration Statement (or Rule 144 of the Act but are otherwise made in accordance with all
applicable laws and the terms of this Warrant and the Purchase Agreement), the rights and obligations of a Registered Holder hereunder shall be automatically assigned by such Registered Holder to any transferee of at least 250,000 (or all of such
Registered Holder’s holdings, if less) shares (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events occurring after the issuance date) of the Registered Holder’s securities (including
the Warrant Shares) who is a Permitted Transferee (as defined below); provided, however, that (i) the Company is provided written notice of the transfer including the name and address of the transferee and the number of Warrants and/or Warrant
Shares, as applicable, to be transferred; and (ii) such transferee agrees in writing to be bound by the terms of this Warrant and the Purchase Agreement as if such transferee were the Registered Holder. For purposes of this Agreement, a
“Permitted Transferee” shall mean any person who (a) is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Act and (b) receives the Warrants and any Warrant Shares in a
transaction which is in compliance with federal and applicable state securities law. Upon any transfer permitted by this Section 6, the Company shall be obligated to such transferee to perform all of its covenants under this Warrant as if such
transferee was the Registered Holder. 
 (b) Each certificate representing Warrant Shares shall bear a legend substantially in
the following form: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN
EXEMPTION THEREFROM. 
 The foregoing legend shall be removed from the certificates representing any Warrant Shares as permitted by the
Purchase Agreement. 
  

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 (c) The Company will maintain a register containing the name and address of the
Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. 
 (d) Subject to the provisions of Section 6 hereof and the Purchase Agreement, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for
such purpose, then at such other office or agency). 
 7. No Impairment. The Company will not, by amendment of its charter or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment. 
 8. Notices of Record Date, etc. In the event: 
 (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive
any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or 
 (b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of
the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or
substantially all of the assets of the Company; or 
 (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, 
 then, and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the
case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be sent at least ten days prior to the record date or effective date for the event specified in such notice. 
  

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 9. Exchange or Replacement of Warrants. 
 (a) Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company
will, subject to the provisions of Section 6 hereof and Article III of the Purchase Agreement, issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name
of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other
securities, cash and/or property) then issuable upon exercise of this Warrant. 
 (b) Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
 10. Notices. All notices and other communications from the Company to the Registered Holder in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the address last furnished to the Company in writing by the Registered Holder. All notices and other
communications from the Registered Holder to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery,
to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and
thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice. All such notices and communications shall be deemed delivered (i) two business days after being
sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. 
 11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as
a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall
be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record
date for such stock dividend. 
 12. Amendment or Waiver. Any term of this Warrant may be amended or waived (either generally or in a
particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of the PIPE Warrants representing at least 60% of the number of shares of Common Stock then subject to the outstanding PIPE
Warrants. 
  

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 Notwithstanding the foregoing, (a) this Warrant may be amended and the observance of any term hereunder may be
waived without the written consent of the Registered Holder only in a manner which applies to all PIPE Warrants in the same fashion and (b) the number of Warrant Shares subject to this Warrant and the Purchase Price of this Warrant may not be
amended, and the right to exercise this Warrant may not be waived, without the written consent of the Registered Holder (it being agreed that an amendment to or waiver under any of the provisions of Section 2 of this Warrant shall not be
considered an amendment of the number of Warrant Shares or the Purchase Price). The Company shall give prompt written notice to the Registered Holder of any amendment hereof or waiver hereunder that was effected without the Registered Holder’s
written consent. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 
 13. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or
restrict the contractual obligations of the parties. 
 14. Governing Law. This Warrant will be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof). 
 15.
Submission to Jurisdiction. Each of the parties to this Warrant (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or
relating to this Warrant or any of the transactions contemplated by this Warrant, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Warrant or any of the transactions contemplated by this
Warrant in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with
respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10. Nothing in this
Section 15, however, shall affect the right of any party to serve legal process in any other manner permitted by law. 
 16. WAIVER
OF JURY TRIAL. EACH OF THE REGISTERED HOLDER AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WARRANT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE REGISTERED HOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS WARRANT. 
 17. Facsimile Signatures. This Warrant may be executed by facsimile signature. 
  

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 18. Exercise Limitations. In no event shall a Registered Holder be permitted to exercise this
Warrant, or part hereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Registered Holder (other than shares which would otherwise be deemed beneficially owned except for being subject to a limitation on
conversion or exercise analogous to the limitation contained in this Section 18), would exceed 19.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 18 applies, the submission of an Exercise Notice by the Registered
Holder shall be deemed to be the Registered Holder’s representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether
this Section 18 applies. Nothing contained herein shall be deemed to restrict the right of a Registered Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 18.
This Section 18 may not be amended unless such amendment is approved by the holders of a majority of the Common Stock then outstanding. 
 [Additional
provision to be included in Goldman Sachs Warrant only: 
 The Company shall not effect the exercise of this Warrant, and Goldman Sachs shall
not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, Goldman Sachs (together with its affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common
Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by Goldman Sachs and its affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion
of this Warrant beneficially owned by Goldman Sachs and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by Goldman Sachs and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. For purposes hereof, in determining the number of outstanding
shares of Common Stock, Goldman Sachs may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-K or other public
filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For
any reason at any time, upon the written or oral request of Goldman Sachs, the Company shall within one business day confirm orally and in writing to Goldman Sachs the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the PIPE Warrants, by Goldman Sachs and its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. By written notice to the 

  

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Company, Goldman Sachs may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such
notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after
such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to Goldman Sachs and not to any other Registered Holder of PIPE Warrants.] 
  

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 EXECUTED as of the Date of Issuance indicated above. 
  

			
	ICAGEN, INC.
		
	By:	 	  
	Name:	 	P. Kay Wagoner
	Title:	 	President and Chief Executive Officer


  

	
	ATTEST:
	
	   
	

  

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 EXHIBIT I 
 PURCHASE FORM 
  

			
	To:                     	  	Dated:                     

 The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.                     ), hereby elects to purchase (check applicable box): 
  

	 	q	                     shares of the Common Stock of Icagen, Inc. covered by
such Warrant; or 

  

	 	q	the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in subsection 1(b). 

 The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes
the form of (check applicable box or boxes): 
  

	 	q	$                     in lawful money of the United States; and/or


  

	 	q	the cancellation of such portion of the attached Warrant as is exercisable for a total of
                     Warrant Shares (using a Fair Market Value of
$                     per share for purposes of this calculation) ; and/or 

  

	 	q	the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b). 

  

			
		
	Signature:	 	  
		
	Address:	 	  
		
		 	  


  

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 EXHIBIT II 
 ASSIGNMENT FORM 
 FOR VALUE RECEIVED,
                                        
                                        
     hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant
(No.                     ) with respect to the number of shares of Common Stock of Icagen, Inc. covered thereby set forth below, unto:

  

					
	 Name of Assignee
	 	 Address
	 	 No. of Shares

		 		 	
		 		 	

  

									
					
	Dated:	 	  	 		 	Signature:	 	  
		 		 		 		 	

  

			
	Signature Guaranteed:
		
	By:	 	  
		 	

 The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. 
  

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