Exhibit
10.1


 


ICAGEN,
INC.


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of                      ,
2018, by and among Icagen, Inc., a Delaware corporation with its executive offices located at 4222 Emperor Blvd., Suite 350, Research
Triangle Park, Durham, North Carolina 27703 (the “Company”), and the investors set forth on the signature pages
affixed hereto (each, an “Investor” and, collectively, the “Investors”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to exemptions from registration under the 1933
Act (as defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly,
desires to purchase from the Company, Units (as defined below) of the Company, as more fully described in this Agreement;


 


WHEREAS,
the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and
conditions stated in this Agreement, a minimum of ten (10) Units and an aggregate of up to forty (40) Units (the “Units”),
each Unit being offered at a price of $100,000 (One Hundred Dollars) per Unit and each whole Unit consisting of 28,571 shares
of the Company’s newly issued Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Shares”)
and a seven year warrant (the “Warrant”) to purchase 28,571 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), at an exercise price of $3.50 per share (the Series C Preferred
Shares and the Warrants being hereinafter referred to as the “Securities”), upon the terms and conditions set
forth in this Agreement;


 


WHEREAS,
the Company and each Investor are each executing and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and/or
Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the 1933 Act; and


 


WHEREAS,
in connection with the Investors’ purchase of the Units, the Investors will be subject to certain restrictions on the transfer
of the Securities, all as more fully set forth in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree to the sale and purchase of the Units as set forth herein.


 


1. Definitions.


 


For
purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.


 


“1933
Act” as defined in the recitals above.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended.


 






     


     


    

 


“Affiliate”
shall mean, with respect to any specified Person (as defined below), (i) if such Person is an individual, the spouse, heirs, executors,
or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse
and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person specified.  As used in this definition, “control”
shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.


 


“Blue
Sky Application” as defined in Section 5.5(a) hereof.


 


“Business
Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.


 


“Certificate
of Designation” the Company’s Certificate of Designation of Powers, Preferences and Rights of the Series C Convertible
Redeemable Preferred Stock.


 


“Claims”
as defined in Section 5.5(a) hereof.


 


“Closing”
and “Closing Date” as defined in Section 2.2(c) hereof.


 


“Common
Stock” as defined in the recitals above.


 


“Company
Financial Statements” as defined in Section 4.5(a) hereof.


 


“Company’s
Knowledge” means the actual knowledge of the Chief Executive Officer (as defined in Rule 405 under the 1933 Act), or
the knowledge of any fact or matter which the Chief Executive Officer would reasonably be expected to become aware of in the course
of performing the duties and responsibilities.


 


“Demand
Request” as defined in Section 5.1(a) hereof.


 


“First
Closing” and “First Closing Date” as defined in Section 2.2(a) hereof.


 


“Liens”
means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction
on use or transfer or other defect of title of any kind.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the transactions contemplated
hereby or in any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction
Documents (as defined below).


  


“Participating
Holders” as defined in Section 5.1(c) hereof.


 


“Person”
shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.


 


“Piggyback
Registration” as defined in Section 5.2 hereof.


  


“Proposed
Registration” as defined in Section 5.2(a) hereof.


 






    2


     


    

 


“Purchase
Price” shall mean an aggregate of up to $4,000,000.


 


“Qualifying
PO” shall mean the first firm commitment underwritten public offering by the Company on or following the date of this
Agreement in which shares of Common Stock are sold for the account of the Company solely for cash to the public resulting in proceeds
to the Company of no less than $8,000,000 (after deduction only of underwriter discounts and commissions) and where the shares
of Common Stock registered under the 1933 Act and sold in such public offering, are simultaneously listed and commence trading
on the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange or the NYSE
Market (a “Qualify Market”).


 


“Registrable
Securities” shall mean (i) the shares of common stock underlying the Securities; and (ii) any shares of Common Stock
issued upon conversion of any Series C Preferred Shares; provided, that a security shall cease to be a Registrable Security
upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for
sale by the holder thereof without any restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 


“Registration
Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any
of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Regulation
D” as defined in the recitals.


 


“Regulation
S” as defined in Section 6.1(i)(E) hereof.


 


“Request
Notice” as defined in Section 5.1(a) hereof.


 


“Requesting
Holders” as defined in Section 5.1(a) hereof.


 


“Rule
144” as defined in Section 6.1(i)(C) hereof.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC
Documents” as defined in Section 4.5 hereof.


 


“Securities”
as defined in the recitals above.


 


“Staff”
as defined in Section 5.4 hereof.


 


“Subsequent
Closing” and “Subsequent Closing Date” as defined in Section 2.2(b) hereof.


 


  “Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.


 


“Transaction
Documents” shall mean this Agreement, the Certificate of Designation and the Warrant.


 


“Transfer”
shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest
or other disposition, or to make or effect any of the above.


 






    3


     


    

 


“Underwriter”
shall mean any entity engaged by the Company to serve as an underwriter in connection with a registration or offering of securities
referred to in Section 5.


 


“Units”
as defined in the recitals above.


 


“Valid
Business Reason” as defined in Section 5.1(d) hereof.


 


2. Sale
and Purchase of Units.


 


2.1 Subscription
for Units by Investors. Subject to the terms and conditions of this Agreement, on each Closing Date (as hereinafter defined)
each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Unit or Units
(include partial Units), in the respective amounts set forth on the signature pages attached hereto in exchange for the Purchase
Price.


 


2.2 Closings.


 


(a) First
Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor
listed on the Initial Closing Schedule of Investors annexed hereto on Exhibit A-1, and each such Investor shall, severally
and not jointly, purchase from the Company on the First Closing Date, such number of Units set forth on the signature pages attached
hereto, which will be reflected opposite such Investor’s name on Exhibit A-1 (the “First Closing”).
The date of the First Closing is hereinafter referred to as the “First Closing Date.”


 


(b) Subsequent
Closing(s). The Company agrees to issue and sell to each Investor listed on the Subsequent Closing Schedule of Investors,
and each such Investor agrees, severally and not jointly, to purchase from the Company on such Subsequent Closing Date such number
of Units set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit
A-2 (a “Subsequent Closing”).  There may be more than one Subsequent Closing. The date of any Subsequent
Closing is hereinafter referred to as a “Subsequent Closing Date.” Notwithstanding the foregoing, the maximum
number of Units to be sold at the First Closing and all Subsequent Closings shall not exceed four (4) Units in the aggregate.


 


(c) Closing.
The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a “Closing.”
The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.”
All Closings shall occur no later than [ ], 2018 at the offices of Gracin & Marlow, LLP, counsel to the Company, or remotely
via the exchange of documents and signatures.


 


  2.3 Closing
Deliveries. At each Closing, the Company shall deliver to the Investors, against delivery by the Investor of the Purchase
Price (as provided below), duly issued certificates representing the Securities. At each Closing, each Investor shall deliver
or cause to be delivered to the Company the Purchase Price set forth in its counterpart signature page annexed hereto by paying
in United States dollars via bank, certified or personal check which has cleared prior to the applicable Closing Date or in immediately
available funds, by wire transfer to the following account:


 


PNC
Bank


300
Delaware Avenue


Wilmington,
DE 19801


ABA
# 031100089


Acct
Name: CSC Trust Company of Delaware


Account
Number:  5605012373


FFC:
Account #79-1849 Icagen Escrow


 






    4


     


    

 


3. Representations,
Warranties and Acknowledgments of the Investors.


 


Each
Investor, severally and not jointly, represents and warrants to the Company solely as to such Investor that:


 


3.1 Authorization.
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been
duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


3.2 Purchase
Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of the 1933 Act, without prejudice, however, to such Investor’s right at all times to sell or otherwise
dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing
contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time.  Such
Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require
it to be so registered.


 


3.3. Investment
Experience. Such Investor acknowledges that the purchase of the Securities is a highly speculative investment and that it
can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial
or business matters such that it is capable of evaluating the merits and risks of the investment contemplated hereby.


 


3.4 Disclosure
of Information. Such Investor has had an opportunity to receive all information related to the Company, including, but not
limited to, the Company’s relevant SEC Documents via EDGAR, and the Securities requested by it and to ask questions of and
receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Units.  Neither
such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement.


 


3.5 Restricted
Securities. Such Investor understands that the Units, and the components thereof, are characterized as “restricted securities”
under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933
Act only in certain limited circumstances.


 






    5


     


    

 


3.6 Legends.
It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar
legend:


 


		(a)	[“NEITHER
                                         THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
                                         HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
                                         SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 OR ASSIGNED IN THE ABSENCE
                                         OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
                                         OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER OR THE COMPANY IN A FORM
                                         REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
                                         ACT OF 1933, AS AMENDED.”]



 


[“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE 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 OR ASSIGNED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE HOLDER OR THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. ANY TRANSFEREE OF THESE SECURITIES SHOULD CAREFULLY REVIEW THE TERMS HEREIN. THE NUMBER OF SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION
1(a) OF THIS WARRANT.”]


 


(b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by
such state authority.


 


3.7 Accredited
Investor. Such Investor, and if an entity, all equity holders of such Investor, is an accredited investor as defined in Rule
501(a) of Regulation D.


 


3.8 No
General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising
or general solicitation.


 


3.9 Brokers
and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or any other Investor, for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 




    6


     


    

  


4. Representations
and Warranties of the Company.


 


The
Company represents, warrants and covenants to the Investors that:


 


4.1 Organization;
Execution, Delivery and Performance.


 


(a) The
Company and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and
conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a Material Adverse Effect.


 


(b) (i)
The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof;
(ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Securities) have been duly authorized by the
Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders,
is required; (iii) each of the Transaction Documents has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is a true and official representative with authority to sign each such document and the other
documents or certificates executed in connection herewith and bind the Company accordingly; and (iv) each of the Transaction Documents
constitutes, and upon execution and delivery thereof by the Company will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except to the extent limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and
general principles of equity that restrict the availability of equitable or legal remedies.


 


 
 4.2 Securities Duly Authorized. The
Series C Preferred Shares to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance
with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes
or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders
of the Company.  The Warrants to be issued to each such Investor, when issued in accordance with the terms of this Agreement,
will be legal, valid and binding obligations of the Company enforceable in accordance with their terms.  The shares
of Common Stock issuable upon conversion of the Series C Preferred Shares and exercise of the Warrants in accordance with their
respective terms and as dividends if any with respect to the Series C Preferred Shares will be duly and validly issued and fully
paid and non-assessable. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the
offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.


 






    7


     


    

 


4.3 No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation of any provision
of the Second Restated and Amended Certificate of Incorporation or By-laws; or (ii) violate or conflict with, or result in a breach
of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent
license or instrument to which the Company or any of its Subsidiaries is a party, except for possible violations, conflicts or
defaults as would not, individually or in the aggregate, have a Material Adverse Effect; or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations
of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its
Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company
nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the
Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action
or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or
assets of the Company or any of its Subsidiaries is bound or affected, or for possible defaults as would not, individually or
in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries are not being conducted in
violation of any law, rule ordinance or regulation of any governmental entity, except for possible violations which would not,
individually or in the aggregate, have a Material Adverse Effect. Except as required under the 1933 Act, the 1934 Act, and any
applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing
or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third
party in order for it to execute, deliver or perform any of its obligations under this Agreement or to issue and sell the Securities
in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.


 


4.4 Capitalization.
As of March 1, 2018, the authorized capital stock of the Company consist of: (i) 50,000,000 shares of Common Stock, of which 6,720,017shares
are issued and 6,393,107 outstanding are outstanding, and (ii) 10,000,000 shares of Preferred Stock of which (1) 400,000 shares
are designated Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Shares”), (2) 3,000,000
are designated Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Shares”), and (3) 6,600,000
are undesignated. No Preferred Stock including the Series A Preferred Shares or the Series B Preferred Shares are issued and outstanding.
The Company has reserved, and at all times will keep reserved, a sufficient number of shares for issuance upon the conversion
of the Series C Preferred Shares and the exercise of the Warrants.  Except as described in the SEC Documents, (A) there are
no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries; (B)
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of
any of its or their securities under the 1933 Act (except for the registration rights provisions contained herein); and (C) there
are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing
rights to security holders) that will be triggered by the issuance of the Securities.  All of such outstanding shares
of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable.  No shares
of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company
or any Lien imposed through the actions or failure to act of the Company.


 






    8


     


    

 


4.5 SEC
Documents.


 


(a) The
Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC
pursuant to the reporting requirements of the 1934 Act (all of the foregoing and all other documents filed with the SEC prior
to the date hereof, including all exhibits included therein and financial statements and schedules thereto and documents incorporated
by reference therein, being hereinafter referred to herein as the “SEC Documents”).  The SEC Documents
have been made available to the Investors via the SEC’s EDGAR system. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. There are not outstanding any unresolved
comments of the staff of the SEC.  As of their respective dates, the financial statements of the Company included in
the SEC Documents (“Company Financial Statements”) complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements
have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly
present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the
dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Company Financial Statements and SEC
Documents, the Company has no liabilities, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course
of business subsequent to September 30, 2017 (the fiscal period end of the Company’s most recently-filed periodic report)
and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not
material to the financial condition or operating results of the Company. 


 


(b) The
shares of Common Stock are not currently traded on any market


 


4.6 Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since September 30, 2017, neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse
Effect.


 


4.7 Litigation.
Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any
of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses, properties
or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect. The Company is
unaware of any facts or circumstances which might give rise to any of the foregoing. There has not been, and to the Company’s
Knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or
any current or former director or executive officer of the Company or any of its Subsidiaries.


 




    9


     


    

  


4.8 No
Material Changes.


 


(a) Since
September 30, 2017, except as set forth in the SEC Documents, there has not been:


 


(i) Any
material adverse change in the financial condition, operations or business of the Company from that shown on the Company Financial
Statements, or any material transaction or commitment effected or entered into by the Company outside of the ordinary course of
business;


 


(ii) Any
effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect; or


 


(iii) Any
incurrence of any material liability outside of the ordinary course of business.


 


 
 4.9 No General Solicitation. Neither
the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any
“general solicitation,” as such term is defined in Regulation D promulgated under the 1933 Act, with respect to any
of the Securities being offered hereby.


 


4.10 No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Investors. The issuance of the Securities to
the Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any stockholder approval provisions applicable to the Company or its securities.


 


4.11 No
Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


4.12 Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D within
fifteen (15) business days after the First Closing. The Company shall, on or before the Closing Date, take such action as the
Company shall reasonably determine is necessary to qualify the Securities for sale to the Investors at the applicable Closing
pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to
obtain an exemption from such qualification).


 


4.13 Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents
or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement
and the other Transaction Documents. The Company understands and confirms that each of the Investors will rely on the foregoing
representations in effecting transactions in securities of the Company. All disclosure provided to the Investors regarding the
Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement,
furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company
or any of its Subsidiaries during the 12 months preceding the date of this Agreement did not at the time of release contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they are made, not misleading.  No event or circumstance
has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties,
liabilities, results of operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure
at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges
and agrees that no Investor makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.


 






    10


     


    

 


4.14 Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and as presently proposed to be conducted.  None of the Company’s or its Subsidiaries’ Intellectual
Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within two years
from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of
Intellectual Property Rights of others. Except as set forth in the SEC Documents, there is no claim, action or proceeding being
made or brought, or to the Company’s Knowledge, being threatened, against the Company or any of its Subsidiaries regarding
their Intellectual Property Rights. The Company is not aware of any facts or circumstances which might give rise to any of the
foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure
to take such measures would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.


 


4.15 Tax
Status. Except for occurrences that would not, either individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject; (ii) has timely
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith; and (iii) has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner
as to qualify as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as
amended.


 


4.16 Acknowledgement
Regarding Investors’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public
disclosure of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, none of the Investors
have been asked by the Company or any of its Subsidiaries to agree, nor has any Investor agreed with the Company or any of its
Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling,
long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company
or to hold any of the Securities for any specified term; (ii) any Investor, and counterparties in “derivative” transactions
to which any such Investor is a party, directly or indirectly, presently may have a “short” position in the Common
Stock which was established prior to such Investor’s knowledge of the transactions contemplated by the Transaction Documents;
and (iii) each Investor shall not be deemed to have any affiliation with or control over any arm’s length counterparty in
any “derivative” transaction. The Company further understands and acknowledges that following the public disclosure
of the transactions contemplated by the Transaction Documents, one or more Investors may engage in hedging and/or trading activities
at various times during the period that the Securities are outstanding, and such hedging and/or trading activities, if any, can
reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or
trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do
not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewith
or therewith.


 






    11


     


    

 


4.17 Shell
Company Status. The Company was never a “shell issuer”, as defined in Rule 144(i)(1), promulgated under the 1933
Act.


 


4.18 Investment
Company Act Status. The Company and its subsidiaries are not, and after giving effect to the offering and sale of the Units
and the application of the proceeds thereof will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended.


 


5. Registration
Rights.


 


5.1
 Demand Registration.


 


(a) Request
by Holders. If the Company receives at any time commencing nine (9) months following the closing of a Qualifying PO, a written
request (a “Demand Request”) from Investors (the “Requesting Holders”) that hold at least
fifty percent (50%) of the Registrable Securities then outstanding, that the Company register the Common Stock into which the
Registrable Securities is convertible, then the Company shall, within 20 days after receipt of such Demand Request, give written
notice of such request (“Request Notice”) to GPB Debt Holdings II, LLC (“GPB”) and all holders
of Registrable Securities.  Each Demand Request shall (x) specify the number of shares of Common Stock that the Requesting
Holders intend to sell or dispose of; (y) state the intended method or methods of sale or disposition of the Common Stock;
and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders
to be received for such Common Stock.  Following receipt of a Demand Request, if GPB in its sole discretion consents
to the Demand Request, the Company shall:


 


(1) cause
to be filed, as soon as practicable, but in any event within 150 days of the date of delivery to the Company of the Demand Request,
a Registration Statement covering such shares of Common Stock which the Company has been so requested to register by the Requesting
Holders and other holders of Registrable Securities who request to the Company that their securities be registered within 20 days
of the mailing of the Request Notice, providing for the registration under the 1933 Act of such securities to the extent necessary
to permit the disposition of such securities in accordance with the intended method of distribution specified in such Demand Request;


 


(2) use
its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and


 


(3) refrain
from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar
or successor forms), with respect to any other securities of the Company until such date which is 120 days following effectiveness
of the Registration Statement filed in response to the Demand Request.


 






    12


     


    

 


(b) Selection
of Underwriters; Priority for Demand Registrations. In the event the Requesting Holders intend to distribute the securities
covered by the Demand Request by means of an underwriting, they shall so advise the Company as part of the Demand Request and
the Company shall include such information in the Request Notice. The managing underwriter for such underwriting shall be one
or more reputable nationally recognized investment banks selected by Requesting Holders owning a majority of the securities included
in such Registration Statement subject to the approval of the Company, which approval shall not be unreasonably withheld, delayed
or conditioned.  In such event, the right of any holder of Registrable Securities to include such holder’s securities
in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such
holder’s securities in the underwriting to the extent provided in this Section 5.1.  All holders of
Registrable Securities proposing to distribute their securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter(s) selected for such underwriting.


 


(c) Notwithstanding
any other provision of this Section 5.1, if the managing underwriter of an underwritten public offering determines and
advises the Company in writing that the inclusion of all securities proposed to be included by the Company and any other holders
of Company securities requesting inclusion of their securities in the underwritten public offering other than the holders of Registrable
Securities that are participating in the public offering (the “Participating Holders”) would materially and
adversely interfere with the successful marketing of the securities, then the Company and the other holders of Company’s
securities shall not be permitted to include any securities in excess of the amount, if any, of securities which the managing
underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public
offering in addition to the amount of securities to be registered for accounts of the Participating Holders. If the managing underwriter
concludes that less than all of the securities which the Participating Holders propose to include in the offering can be successfully
sold in the offering, the managing underwriter will be obligated to include in such Registration Statement, as to each Participating
Holder, only that portion of the securities such Participating Holder has requested be registered equal to the ratio which such
Participating Holder’s requested securities bears to the total number of securities requested to be included in such Registration
Statement by all Participating Holders who have requested that their securities be included in such Registration Statement.


 


(d) Limitations
on Demand Registrations. The Company may delay making a filing of a Registration Statement or taking action in connection
therewith by not more than 60 days after receipt of the Demand Request if the Company provides a written certificate signed by
the Chief Executive Officer of the Company to the holders of Registrable Securities, prior to the time it would otherwise have
been required to file such Registration Statement or take such action pursuant to this Section 5.1, stating that the
Board of Directors of the Company has determined in good faith that it would be seriously detrimental to the Company and its stockholders
if such Registration Statement (or an amendment thereto) were filed and such Registration Statement (or amendment) were to become
effective, or remain effective for the time otherwise required for such Registration Statement to remain effective, because such
action either would (A) materially adversely affect a significant financing, acquisition, disposition, merger or other material
transaction; (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving
as confidential; or (C) render the Company unable to comply with requirements under the 1933 Act or the 1934 Act (each, a “Valid
Business Reason”) and that it is therefore essential to defer the filing of the Registration Statement; provided,
however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any 12 month
period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during
such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that
of anyone other than the holders of the Registrable Securities.


 


(e) The
Company shall only be obligated to effect two (2) Demand Requests pursuant to this Section 5.1.


 




    13


     


    

 


5.2 Piggyback
Registrations.


 


(a) Right
to Include Securities. Each time after the date hereof that the Company proposes for any reason to register any of its Common
Stock under the 1933 Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration
rights (other than under a registration statement on Form S-8 or S-4 or for the account of GPB) (a “Proposed Registration”),
the Company shall promptly give written notice of such Proposed Registration to all of the holders of Registrable Securities (which
notice shall be given not less than 30 days prior to the expected effective date of the Company’s Registration Statement)
and shall offer such holders the right to request inclusion of any of such holder’s securities in the Proposed Registration;
provided, however, that the holders of Registrable Securities shall have no right to include securities in a registration
statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or
similar plan or a Rule 145 transaction.  No registration pursuant to this Section 5 shall relieve the Company
of its obligation to register securities pursuant to a Demand Request, as contemplated by Section 5.1 hereof.  The
rights to piggyback registration may be exercised an unlimited number of occasions. 


 


(b) Piggyback
Procedure. Each Holder of Registrable Securities shall have ten (10) days from the date of receipt of the Company’s
notice referred to in Section 5.1 above to deliver to the Company a written request specifying the number of securities
such holder intends to sell and such holder’s intended method of disposition.  Any holder of Registrable Securities
shall have the right to withdraw such holder’s request for inclusion of such holder’s securities in any Registration
Statement pursuant to this Section 5.2 by giving written notice to the Corporation of such withdrawal.  Subject
to Section 5.2(c) below, the Company shall use its best efforts to include in such Registration Statement all such
securities so requested to be included therein; provided, however, that the Company may at any time withdraw or
cease proceeding with any such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration
of all other shares of Common Stock originally proposed to be registered.


 


(c) Priority
for Piggyback Registration. Notwithstanding any other provision of this Section 5, if the managing underwriter
of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion
of all securities proposed to be included by the Participating Holders of securities in the underwritten public offering would
materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders
shall not be permitted to include any securities in excess of the amount, if any, of securities which the managing underwriter
of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in
addition to the amount of securities to be registered for the account of the Company.  The Company will be obligated
to include in such Registration Statement, as to each Participating Holder, only that portion of the securities such Participating
Holder has requested be registered equal to the product of (i) the total number of securities which the managing underwriter agrees
to include in the public offering for the account of all Participating Holders and (ii) the ratio which such Participating Holder’s
requested securities bears to the total number of securities requested to be included in such Registration Statement by all Participating
Holders who have requested that their securities be included in such Registration Statement.  It is acknowledged by
the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the
Company shall be allocated:


 


(1) first,
to the Company; and


 


(2) second,
to the others requesting registration of securities of the Company.


 


(d) Underwritten
Offering. In the event the Proposed Registration by the Company is, in whole or in part, an underwritten public offering of
securities of the Company, any notice from the Company to the Holders under this Section 5 shall offer the Holders
the right to include any Registrable Securities covered by the Proposed Registration in the underwriting on the same terms and
conditions as the shares, if any, otherwise being sold through underwriters under such registration. The managing underwriter
for any Proposed Registration that involves an underwritten public offering shall be one or more reputable nationally recognized
investment banks selected by the Company.


 






    14


     


    

 


The
rights contained in this Section 5 shall terminate on the date that all Registrable Securities may be sold without restriction
pursuant to Rule 144 (including without limitation, volume restriction and without the need for current public information requested
by Rule 144(c)(1) (or Rule 144 (i) (2), if applicable).


 


5.3 Expenses.
All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company,
whether or not any Registrable Securities are sold pursuant to the Registration Statement.  The fees and expenses referred
to in the foregoing sentence shall include, without limitation (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the trading market on which the Common Stock is then listed
for trading and (B) in compliance with applicable state securities or Blue Sky laws; (ii) processing expenses, including, but
not limited to, printing expenses, messenger, telephone and delivery expenses and customary marketing expenses; (iii) fees and
disbursements of counsel and independent public accountants for the Company; (iv) fees and disbursements of one counsel to the
Participating Holders as a group with respect to the registration rights described in this Agreement.


 


5.4 Offering.
In the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company,
or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used
for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the
holders of Registrable Securities (or as otherwise may be acceptable to such holder) without being named therein as an “underwriter,”
then the Company shall reduce the number of shares to be included in such Registration Statement until such time as the Staff
and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company
shall (i) reduce, and if necessary, eliminate, in order (A) any Registrable Securities that are not Securities or then; (B) any
Registrable Securities that are not Securities, then (ii) if necessary, reduce the number of shares to be included by all Investors
on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor)
unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s
“by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors
shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other
basis as would result in the exclusion of the least number of shares by all such Investors).  In addition, in the event
that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this
Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become
effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each
such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until
such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and
the manner thereof. Notwithstanding anything else to the foregoing, any reduction pursuant to this paragraph will first reduce
all securities that are not Registrable Securities. In the event of any reduction in Registrable Securities pursuant to this paragraph,
an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor,
the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 promulgated
by the SEC under the 1933 Act or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such
Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same
manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as (i)
all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement
in a manner acceptable to such Investor; (ii) all Registrable Securities may be resold by such Investor without restriction (including,
without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate”
status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable); or
(iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor
as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement
under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple
times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as
contemplated above).


 






    15


     


    

 


5.5 Indemnification.


 


(a) Indemnification
by the Company. The Company will indemnify and hold harmless each Investor, each Participating Holder and each holder of Registrable
Shares and its officers, directors, members, shareholders, partners, representatives, employees and agents, successors and assigns,
and each other person, if any, who controls such Investor, Participating Holder or holder of Registrable Shares within the meaning
of the 1933 Act, against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges,
costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts
paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court
or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto, to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company
specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction
in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document
or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by
the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and
relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or
qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has
affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s
behalf and will reimburse such Investor, Participating Holder or holder of Registrable Shares and each such officer, director
or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim or action; provided, however, that the Company will not be liable in any such case if
and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor, Participating
Holder or holder of Registrable Shares or any such controlling person in writing specifically for use in such Registration Statement
or Prospectus.


 


(b) Indemnification
by the Investors. Each Investor, Participating Holder and each holder of Registrable Shares agrees, severally but not jointly,
to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders,
partner, representatives and each person who controls the Company (within the meaning of the 1933 Act) against any Claims resulting
from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement
or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading,
to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing
by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement
thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all
expense paid by such Investor in connection with any claim relating to this Section 5.5 and the amount of any damages such
Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the
sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 






    16


     


    

 


(c) Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses;
(b) the indemnifying party shall have failed to assume the defense of such claim or employ counsel reasonably satisfactory to
such person; or (c) in the reasonable judgment of any such person entitled to indemnification hereunder, based upon written advice
of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which
case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such
person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially
adversely affect the indemnifying party in the defense of any such claim or litigation.  It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate
firm of attorneys at any time for all such indemnified parties.  No indemnifying party will, except with the consent
of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


 


(d) Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such Claim in such proportion as is appropriate to reflect
the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.  No
person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to
contribution from any person not guilty of such fraudulent misrepresentation.  In no event shall the contribution obligation
of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by
such holder in connection with any claim relating to this Section 5.5 and the amount of any damages such holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution obligation.




    17


     


    

  


5.6 Cooperation
by Participating Holder. Each Participating Holder shall furnish to the Company or the Underwriter, as applicable,
such information regarding the Investor and the distribution proposed by it as the Company may reasonably request in connection
with any registration or offering referred to in this Section 5. Each Participating Holder shall cooperate as reasonably
requested by the Company in connection with the preparation of the registration statement with respect to such registration, and
for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company,
in writing, for use in the registration statement, all such information regarding the Investor and its plan of distribution of
the Securities included in such registration as may be reasonably necessary to enable the Company to prepare such registration
statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law
in connection therewith.


 


6. Transfer
Restrictions.


 


6.1 Transfer
or Resale. Each Investor understands that:


 


Except
as provided in the registration rights provisions set forth above, the sale or resale of all or any portion of the Securities
has not been and is not being registered under the 1933 Act or any applicable state securities laws, and all or any portion of
the Securities may not be transferred unless:


 


(1) the
Securities are sold pursuant to an effective registration statement under the 1933 Act;


 


(2) the
Investor shall have delivered to the Company a customary opinion of counsel that shall be in form, substance and scope reasonably
acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to
an exemption from such registration;


 


(3) the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act
(or a successor rule) (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Securities
only in accordance with this Section 6.1 and who is an Accredited Investor;


 


(4) the
Securities are sold pursuant to Rule 144; or


 


(5) the
Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”);


 


and,
in each case, the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in
form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein
to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending
arrangement.


 


6.2 Transfer
Agent Instructions. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance
and scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such Securities may be made without
registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer and promptly instruct
its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as
specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event
of a breach or threatened breach by the Company of the provisions of this Section 6.2, that the Investors shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without
the necessity of showing economic loss and without any bond or other security being required.


 






    18


     


    

 


6.3 Lock-Up.
Each Investor hereby agrees not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities)
of the Company held by the Investor (other than Registrable Securities owned by the Investor covered by the Proposed Registration)
during the 180-day period following the effective date of an underwritten public offering of securities of the Company (including,
without limitation, to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and
(ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or
NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Lock-Up Period”); provided, that
substantially all current holders, including all officers, directors and 5% holders, of the Company’s voting securities
are bound by the same requirement during the Lock-Up Period. The obligations described in this Section 6.3 shall not apply
to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in
the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth below
with respect to the shares of Common Stock subject to the foregoing restriction until the end of such 180-day period. To effect
the above, the Investor agrees to execute a market stand-off agreement with the underwriters in the offering in customary form
consistent with the provisions of this Section 6.3.


 


7. Conditions
to Closing of the Investors.


 


The
obligation of each Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these conditions are for each Investor’s sole benefit and
may be waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:


 


7.1 Representations,
Warranties and Covenants. The representations and warranties of the Company shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. Each Investor shall have received a certificate, executed
by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters
as may be reasonably requested by such Investor in the form reasonably acceptable to such Investor.


 


7.2 Consents.
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the
sale of the Securities.


 


7.3 Closing
Deliverables. The Company shall have duly executed and delivered to each Investor each of the following:


 


(i) this
Agreement duly executed by the Company;


 


(ii) the
Warrant duly executed by the Company;


 






    19


     


    

 


(iii)
 transfer agent instructions from the Company pursuant to Section 6.2;


 


(iv)
an Officer’s Certificate of the Company certifying as to the representations, warranties and covenants in this Agreement
and the conditions set forth in Section 7.1 above;


 


(v)
a Secretary’s Certificate of the Company in form and substance reasonably satisfactory to the Investors; and


 


(vi) Good
standing certificates as of a recent date evidencing the good standing of the Company and each Subsidiary in its jurisdiction
of organization;


 


7.4 No
Material Adverse Effect. Since the date of first execution of this Agreement, no event or series of events shall have occurred
that reasonably would have or result in a Material Adverse Effect.


 


7.5 No
Prohibition. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any
of the transactions contemplated by the Transaction Documents.


 


7.6 Other
Documents. The Company shall have delivered to such Investor such other documents, instruments or certificates relating to
the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request.


 


8. Conditions
to Closing of the Company.


 


The
obligations of the Company to effect the transactions contemplated by this Agreement with each Investor are subject to the fulfillment
at or prior to each Closing Date of the conditions listed below.


 


8.1 Representations
and Warranties. The representations and warranties made by such Investor in Section 3 shall be true and correct in
all material respects at the time of Closing as if made on and as of such date.


 


8.2 Corporate
Proceedings. All corporate and other proceedings required to be undertaken by such Investor in connection with the transactions
contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory
in substance and form to the Company.


 


8.3 Closing
Deliverables. On or prior to the Initial Closing, each Investor shall deliver or cause to be delivered to the Company the
following:


 


(i) this
Agreement duly executed by the Investor; and


 


(ii) the
Purchase Price.


 




    20


     


    

 


 


9. Miscellaneous.


 


9.1 Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement 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 (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next
day delivery specified, in each case, properly addressed to the party to receive the same.  The addresses, facsimile numbers
and e-mail addresses for such communications shall be:


 


	The
        Company:

         

        Icagen,
        Inc.

        4222
        Emperor Blvd., Suite 350

        Research Triangle Park,

        Durham,
        North Carolina 27703

        Telephone:
        (919) 941-5206

        Facsimile:
        (919) 941-0813

        Attention:
        Richard Cunningham

        Chief
        Executive Officer

        Email:
        rcunningham@icagen.com
	With
        a copy to:

         

        Gracin
        & Marlow, LLP

        The
        Chrysler Building

        405
        Lexington Avenue, 26th Floor

        New
        York, New York 10174

        Telephone:
        (212) 907-6457

        Facsimile:
        (212) 208-4657

        Attention:
        Leslie Marlow, Esq.

        Email:
        lmarlow@gracinmarlow.com

         

	 

                                                                                                 The
        Investors:

         

        As
        per the contact information provided on the signature pages hereof.

         



9.2 Survival
of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such
party contained in this Agreement shall survive the Closing. Each Investor shall be responsible only for its own representations,
warranties, agreements and covenants hereunder.


 


9.3 Indemnification.


 


(a) The
Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees
and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable
attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to
which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to
be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


 


(b) Promptly
after receipt by any Investor (the “Indemnified Person”) of notice of any demand, claim or circumstances which
would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity
may be sought pursuant to Section 9.4, such Indemnified Person shall promptly notify the Company in writing and the Company
shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and
shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person
so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially
prejudiced by such failure to notify.  In any such proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the
Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment
of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them.  The Company shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against
any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent
of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified
Person from all liability arising out of such proceeding.


 






    21


     


    

 


9.4 Entire
Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
contained herein.


 


9.5 Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and, except for persons entitled to indemnification pursuant to Section 5.5, is not for the benefit of, nor
may any provision hereof be enforced by, any other person.


 


9.6 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 hereof, any Investor
may, without the consent of the Company, assign its rights hereunder to any person that purchases Units or the shares or warrants
included therein or issuable upon conversion or exercise thereof or as dividends with respect to the Series C Preferred Shares
in a private transaction from an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act
or any subsequent person acquiring such Units or shares in accordance herewith.


 


9.7 Most
Favored Nation. While any of the Securities remain outstanding, the Company shall not enter into any public or private offering
of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other
Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable
in any material respect to such Other Investor than the rights and benefits established in favor of the Investor by this Agreement
or the Series C Preferred Shares or Warrant unless, in any such case, the Investor has been provided with written notice (the
“Company Notice”) and no less than 10 days to exercise the right, but not the obligation, to exchange all of
the Securities held by it (and its rights and obligations hereunder) for an equivalent amount of the securities to be sold to,
and the rights and obligations to be established with, the Other Investor, based on the purchase price paid by Investor under
this Agreement for the Securities so exchanged, except that Investor shall retain (i) a more favorable Warrant exercise price
of the Other Investor and (ii) a senior liquidation preference to the Other Investor. In order to exercise such right, an Investor
shall send the Company a written notice of its exercise (the “Investor Notice”). If the Investor Notice is
not received by the Company within ten (10) days of Investor’s receipt of the Company Notice, the rights under this Section
shall terminate with respect to such offering of the Company’s securities. Notwithstanding the foregoing, this Section
9.8 shall not include: (i) securities issued in an underwritten public offering by the Company (including any warrants issued
to the underwriters); (ii) the issuance and/or sale of securities by the Company in connection with a business acquisition, joint
venture or partnership; (iii) the issuance by the Company of shares of common stock upon the exercise of a stock option or warrant
or the conversion of a security outstanding on the date hereof; (iv) the issuance of securities by the Company as compensation;
and (v) the issuance of securities by the Company under agreements already in place and disclosed to Investors as of the date
of this Agreement.


 






    22


     


    

 


9.8 Public
Disclosures. The Company shall (i) on or before 8:30 a.m., New York time, on the fourth (4th) Business Day after the date
of the First Closing under this Agreement issue a press release (the “Press Release”) disclosing the material
terms of the transactions contemplated by the Transaction Documents and (ii) on or before 8:30 a.m., New York time, within four
(4) Business Days after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the
transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction
Documents (including, without limitation, this Agreement (and all schedules to this Agreement) (including all attachments, the
“Form 8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all
material, non-public information (if any) delivered to any of the Investors by the Company in connection with the transactions
contemplated by the Transaction Documents. Neither the Company nor any Investor shall issue any press releases or any other public
statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled,
without the prior approval of any Investor, to make the Press Release and any other press release or other public disclosure with
respect to such transactions (A) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (B) as
is required by applicable law and regulations (provided that in the case of clause (A) each Investor shall be consulted by the
Company in connection with any such press release or other public disclosure prior to its release). Unless required by law or
regulation, without the prior written consent of the applicable Investor (which may be granted or withheld in such Investor’s
sole discretion), the Company shall not disclose the name of such Investor in any filing (other than the Form 8-K Filing, any
Registration Statement registering the Securities and any other filing as is required by applicable law and regulations), announcement,
release or otherwise.


 


9.9 Binding
Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to
confer on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.


 


9.10 Amendment;
Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of each of (i)
the Company and (ii) a majority-in-interest of the Investors (based on the number of Securities purchased hereunder).


 


9.11 Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to the conflict of law provisions thereof, and the parties hereto.


 


9.12 Arbitration.
Each Investor and the Company agree that they shall resolve all disputes, controversies and differences which may arise between
them, out of or in relation to or in connection with this Agreement, after discussion in good faith attempting to reach an amicable
solution.  Provided that such disputes, controversies and differences remain unsettled after discussion between the parties,
both parties agree that those unsettled matter(s) shall be finally settled by arbitration in New York, New York in accordance
with the latest Rules of the American Arbitration Association. Such arbitration shall be conducted by three arbitrators appointed
as follows: each party will appoint one arbitrator and the appointed arbitrators shall appoint a third arbitrator.  If within
thirty (30) days after confirmation of the last appointed arbitrator, such arbitrators have failed to agree upon a chairman, then
the chairman will be appointed by the American Arbitration Association.  The decision of the tribunal shall be final and
may not be appealed.  The arbitral tribunal may, in its discretion award fees and costs as part of its award. Judgment on
the arbitral award may be entered by any court of competent jurisdiction, including any court that has jurisdiction over either
party or any of their assets.  At the request of any party, the arbitration proceeding shall be conducted in the utmost
secrecy subject to a requirement of law to disclose.  In such case, all documents, testimony and records shall be received,
heard and maintained by the arbitrators in secrecy, available for inspection only by any party and by their attorneys and experts
who shall agree, in advance and in writing, to receive all such information in secrecy.


 






    23


     


    

 


9.13 Further
Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


9.14 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.  This Agreement may also be executed via facsimile, which
shall be deemed an original.


 


  9.15 Independent
Nature of Investors. The obligations of each Investor under this Agreement or other transaction document are several and not
joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations
of any other Investor under this Agreement or any other transaction document.  Each Investor shall be responsible only
for its own representations, warranties, agreements and covenants hereunder.  The decision of each Investor to purchase
Securities pursuant to this Agreement has been made by such Investor independently of any other Investor and independently of
any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Investor
or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability
to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions.  Nothing
contained herein or in any other transaction document, and no action taken by any Investor pursuant hereto or thereto, shall be
deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement.  Except as otherwise provided in this Agreement or any other transaction document, each
Investor shall be entitled to independently protect and enforce its rights arising out of this Agreement or out of the other transaction
documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such
purpose. Each Investor has been represented by its own separate legal counsel in connection with the transactions contemplated
hereby.


  


[Signature
page follows]


 




    24


     


    

 


IN
WITNESS WHEREOF, the undersigned Investors and the Company have caused this Securities Purchase Agreement to be duly executed
as of the date first above written.


 





	ICAGEN, INC.
	 	 	 
	By:  	 	 
	Name:  	Richard
    Cunningham	 
	Title:  	Chief
    Executive Officer	 




 


INVESTORS:


 


The
Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or
its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.


  




    25


     


    

 


Annex
A


Securities
Purchase Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of March __, 2018 (the “Agreement”),
with the undersigned, Icagen, Inc., a Delaware corporation (the “Company”), in or substantially in the form
furnished to the undersigned and (ii) purchase the Units as set forth below, hereby agrees to purchase such Units from the Company
as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof.  The undersigned specifically acknowledges
having read the representations in the Agreement Section entitled “Representations, Warranties and Acknowledgments of the
Investors,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned
as an Investor.


 


	All
        Investors:

         

        Address:  _______________________________

         

        ________________________________________

         

        ________________________________________

         

        Telephone
        No.: ___________________________

         

        Facsimile
        No.: ____________________________

         

        Email
        Address: ___________________________

         
	Name
        of Investor:

         

        If
        an entity:

         

        Print
        Name of Entity:

         

         

        _______________________________________

        By:

        Name:

        Title:

         

        If
        an individual:

         

        Print
        Name:  ____________________________

         

        Signature:  ______________________________

         

        If
        joint individuals:

         

        Print
        Name:  _____________________________

         

        Signature:  ______________________________



 


The
Investor hereby elects to purchase ____________ Units (to be completed by Investor) at a purchase price of $100,000 (One
Hundred Thousand Dollars) per Unit under the Securities Purchase Agreement at a total Purchase Price of $__________ (to be
completed by Investor)


  




    26


     


    

 


Exhibit
A-1 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    27


     


    

 


Exhibit
A-2


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


28