Exhibit 10.2


 


PLEDGE
AND SECURITY AGREEMENT


 


PLEDGE
AND SECURITY AGREEMENT (this “Agreement”), dated as of June , 2016, made by Icagen, Inc., a Delaware corporation
with an address at 4222 Emperor Boulevard, Suite 350 Research Triangle Park, Durham, North Carolina 27703 (the “Pledgor”),
in favor of the individuals listed on Schedule A annexed hereto (herein, each a “Secured Creditor” and together
the “Secured Creditors”).


 


WHEREAS,
each of the Secured Creditors have made a loan to the Pledgor pursuant to a 8% Senior Secured Promissory Note (the “Notes”);
and


 


WHEREAS,
in order to induce the Secured Creditors to extend the loan evidenced by the Notes, the Pledgor has agreed to execute and deliver
to the Secured Creditors a pledge and security agreement providing for the pledge and grant to the Secured Creditors of a security
interest in the Pledgor’s interest in the collateral identified and defined below.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Secured Creditors to make
the loans evidenced by the Notes, the Pledgor hereby agrees with the Secured Creditors as follows:


 


SECTION
1. Definitions. All terms used in this Agreement which are defined in Article 9 of the Uniform Commercial Code (the “Code”)
currently in effect in the State of Delaware and which are not otherwise defined herein shall have the same meanings herein as
set forth therein.


 


SECTION
2. Pledge and Grant of Security Interest. (a) As collateral security for all of the Obligations (as defined in Section
3 hereof), the Pledgor hereby pledges, assigns and grants to the Secured Creditors a continuing security interest in (i) all of
the current assets of the Pledgor, as of the date of this Agreement including but not limited to all accounts receivable, property,
equipment, chattel paper, contract rights, including all interests in lawsuit claims, and intellectual property and excluding
the equity of Icagen-T, Inc. and the assets of Icagen-T, Inc. (the “Pledged Collateral”); and (ii) all proceeds of
the foregoing.


 


(b)            The Pledgor hereby represents and warrants to the Secured Creditors as follows:


 


(i)            The
Pledged Collateral is not pledged to secure any indebtedness other than the Loan;


 


(ii)           The
execution, delivery, and performance of the Pledgor of this Agreement will not violate any provision of law, any order of any
court or other agency of government, or any agreement or other instrument to which the Pledgor is a party or by which the Pledgor
is bound, or be in conflict with, result in a breach of or constitute (with due notice, lapse of time, or both) a default under
any such agreement or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of the property of assets of the Pledgor, except as contemplated by the provisions of this Agreement;


 


(iii)          This
Agreement constitutes the legal, valid and binding obligation of the Pledgor and is enforceable against the Pledgor in accordance
with the terms hereof; and


 


(iv)         The
Pledgor is the legal and beneficial owner of the Pledged Collateral.


 






     


     


    

 


SECTION
3. Security for Obligations. The security interest created hereby in the Pledged Collateral constitutes continuing collateral
security for all of the following obligations, whether now existing or hereafter incurred (the “Obligations”):


 


(a)            the prompt payment by the Pledgor, as and when due and payable, of all amounts owing by it in respect of the Note; and


 


(b)            the due performance and observance by the Pledgor of all of its other obligations from time to time existing under this Agreement.


 


SECTION
4. Covenants as to the Pledged Collateral. So long as any of the Obligations shall remain outstanding, the Pledgor will,
unless the Secured Creditors shall otherwise consent in writing:


 


(a)            keep adequate records concerning the Pledged Collateral and permit the Secured Creditor or any agents or representatives thereof
at any reasonable time and from time to time to examine and make copies of and abstracts from such records;


 


(b)            at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further
action that may be necessary or desirable or that the Secured Creditors may request in order to (i) perfect and protect the security
interest created hereby; (ii) enable the Secured Creditors to exercise and enforce his rights and remedies hereunder in respect
of the Pledged Collateral; or (iii) otherwise effect the purposes of this Agreement; and


 


(c)            not create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any Pledged
Collateral except for the security interest created hereby.


 


SECTION
5. Additional Provisions Concerning the Pledged Collateral.


 


(a)            The Pledgor hereby authorizes the Secured Creditors to file, without the signature of the Pledgor where permitted by law,
one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral.


 


SECTION
6. Remedies Upon Default. If any Event of Default under the Note shall have occurred and be continuing:


 


(a)            The Secured Creditors may, exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided
for herein or otherwise available to them, all of the rights and remedies of a secured party on default under the Code then in
effect in the State of New York, and without limiting the generality of the foregoing and without notice except as specified below,
sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale at such price or prices and on
such other terms as the Secured Creditors may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale
shall be required by law, at least five (5) days’ notice to the Pledgor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable notification. The Secured Creditors shall not be obligated
to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Creditors may adjourn any public
or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.


 






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(b)            All cash proceeds received by the Secured Creditors in respect of any sale of, collection from, or other realization upon,
all or any part of the Pledged Collateral may, in the discretion of the Secured Creditors, be held by the Secured Creditors as
collateral for, and/or then or at any time thereafter applied in whole or in part by the Secured Creditors against, all or any
part of the Obligations pro rata as to the principal amount of the Loan. Any surplus of such cash or cash proceeds
held by the Secured Creditors and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor
or to such person as may be lawfully entitled to receive such surplus.


 


(c)            In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the
Secured Creditors is legally entitled, the Pledgor shall remain liable for the deficiency and the Secured Creditors shall retain
all rights to collect on such Obligations provided by applicable law.


 


SECTION
7. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed, faxed
or delivered, if to the Pledgor, to it at the addresses set forth above; and if to the Secured Creditors, to each of them at the
address set forth in Schedule A hereto; or as to any of such parties at such other address as shall be designated by such
parties in a written notice to the other parties hereto complying as to delivery with the terms of this Section 7. All such notices
and other communications shall be effective (i) if mailed, when deposited in the mail, (ii) if faxed, when the facsimile transmission
is acknowledged as received, or (iii) if delivered, upon delivery.


 


SECTION
8. Miscellaneous.


 


(a)            No amendment of any provisions of this Agreement shall be effective unless it is in writing and signed by the Pledgor and
the Secured Creditors, and no waiver of any provision of this Agreement, and no consent to any departure by the Pledgor, shall
be effective unless it is in writing and signed by the Secured Creditors, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.


 


(b)            No failure on the part of the Secured Creditors to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof
or the exercise of any other right. The rights and remedies of the Secured Creditors provided herein are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law.


 


(c)            Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceabilty without invalidating the remaining portions hereof or thereof
or affecting the validity or enforceability of such provision on any other jurisdiction.


 


(d)            This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and
effect until the payment in full or release of the Obligations and (ii) be binding on the Pledgor and its assigns and shall inure,
together with all rights and remedies of the Secured Creditors hereunder, to the benefit of the Secured Creditors and their successors,
transferees and assigns.


 






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(e)            Upon the satisfaction in full of the Obligations: (i) this Agreement and the security interest created hereby shall terminate
and all rights to the Pledged Collateral shall revert to the Pledgor, and (ii) the Secured Creditors will, upon the Pledgor’s
request at the Pledgor’s expense, (A) return to the Pledgor such of the Pledged Collateral as shall not have been sold or
otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence such termination.


 


(f)             This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except as required
by mandatory provisions of law and except to the extent that the validity and perfection or the perfection and the effect of perfection
or non-perfection of the security interest created hereby, or remedies hereunder, in respect of any particular Pledged Collateral
are governed by the law of a jurisdiction other than the State of New York. The parties hereto agree that all actions or proceedings
arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in
New York. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby
precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction
other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non
conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph,
and stipulates that the State and Federal courts located in New York shall have in personam jurisdiction and venue over each of
them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party
hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated
by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of
notices as set forth in this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive
as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.


 


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


 


 


 


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