Exhibit 4.4





 


Execution Version


 


Forbearance
Agreement and


Second
Amendment to Credit Agreement and Guaranty


 


This Forbearance Agreement
and Second Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of January
13, 2020, by and among Icagen, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party
thereto (the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Loan Parties”),
each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the
“Lenders”), and Perceptive Credit Holdings II, LP, as administrative agent
for the Lenders (in such capacity, and together with its successors and assigns, the “Agent”).


 


Recitals:


 


A. The Lenders have
extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of
August 31, 2018 (as amended by that certain Forbearance Agreement and First Amendment to Credit Agreement and Guaranty dated as
of August 27, 2019, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement,
the “Credit Agreement”).


 


B. The Loan Parties
are not in compliance with the financial covenant set forth in Section 10.01 of the Existing Credit Agreement and the affirmative
covenants set forth in Sections 8.01(a) and (d) and Section 8.23 of the Existing Credit Agreement, resulting in Events of Default
under Sections 11.01(d) and (e), respectively, of the Existing Credit Agreement (collectively with all other Events of Default
existing and continuing on the date hereof, the “Existing Defaults”).


 


C. The Lenders are
not willing to waive the Existing Defaults, but during and only during the period (the “Standstill Period”)
beginning on the date of this Agreement and ending on the date of the Standstill Termination (as defined below), the Lenders are
willing to temporarily forbear from exercising certain rights and remedies available solely by reason of the Existing Defaults
on the terms and conditions set forth in this Agreement and the Credit Agreement.


 


D. The parties hereto
agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.


 


Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:


 


1. Incorporation
of Recitals; Defined Terms. The parties hereto acknowledge that the Recitals set forth above are true and correct in all material
respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other
capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.


 




     


     


    

  


2.
Acknowledgment of Defaults. The Existing Defaults constitute Events of Default under the Credit Agreement. The Loan Parties
acknowledge that, because of the Existing Defaults, the Agent and the Lenders are permitted and entitled (i) under Section 11.02
of the Credit Agreement and under the other Loan Documents to accelerate the Obligations, to enforce Liens granted under the Security
Documents, and to exercise any other rights or remedies that may be available under the Loan Documents or under applicable law
and (ii) to charge the Default Rate under Section 3.02(b) of the Credit Agreement. The Loan Parties represent to the Agent and
the Lenders that there are no Defaults or Events of Default other than the Existing Defaults.


 


3. Forbearance.
Unless and until a Standstill Termination occurs, the Agent and the Lenders party hereto will not accelerate the Obligations or
enforce any of the Liens granted under the Security Documents or exercise any other rights or remedies available solely by reason
of the Existing Defaults.


 


4. Principal Payments.
The Borrower shall pay all principal on the Term Loan when due, including, without limitation, the Borrower shall continue
to make all scheduled payments of principal on the Term Loans as and when due under the Credit Agreement.


 


5. Interest and
Fee Payments. The Borrower shall pay all interest, fees, and other Obligations as and when due under the Credit Agreement.


 


6. Standstill Termination.
As used in this Agreement, “Standstill Termination” shall mean the earlier of January 31, 2020 or the occurrence
of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other
than the Existing Defaults; (b) any failure by any Loan Party for any reason to comply with any term, condition, or provision
contained in this Agreement; (c) any representation made by any Loan Party in this Agreement or pursuant to it proves to be incorrect
or misleading in any material respect when made (other than to the extent such representation is incorrect as a result of the
Existing Defaults); or (d) any Material Adverse Effect shall occur as determined in good faith by the Agent. The occurrence of
any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill
Termination, the Standstill Period shall automatically terminate and the Agent and the Lenders shall then be permitted and entitled
under Section 11.02 of the Credit Agreement and the other Loan Documents, among other things, to accelerate the Obligations and
to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.


 


7. Second Amendment
to Existing Credit Agreement. Upon satisfaction of the conditions set forth in Section 13 hereof, the Loan Parties, the Agent
and the Lenders hereby agree that the Existing Credit Agreement is hereby amended by incorporating the changes shown on the marked
copy of the Existing Credit Agreement attached hereto as Annex A. Deletions of text in the Existing Credit Agreement as amended
hereby are indicated by struck-through red text, and insertions of text as amended hereby are indicated by underlined blue text.
Attached hereto as Annex B is a clean copy of the Credit Agreement conformed through the Second Amendment. Schedule 1 to the Existing
Credit Agreement is hereby amended and replaced in its entirety with Schedule 1 attached hereto.


 




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8. No
Waiver and Reservation of Rights. The Loan Parties acknowledge that the Lenders are not waiving the Existing Defaults but,
are simply agreeing to forbear from exercising their rights with respect to the Existing Defaults to the extent expressly set
forth in this Agreement. Without limiting the generality of the foregoing, the Loan Parties acknowledge and agree that immediately
upon expiration of the Standstill Period, the Agent and the Lenders have all of their rights and remedies with respect to the
Existing Defaults to the same extent, and with the same force and effect, as if the forbearance had not occurred. The Loan Parties
will not assert and hereby forever waive any right to assert that the Agent or the Lenders are obligated in any way to continue
beyond the Standstill Period to forbear from enforcing their rights or remedies or that the Agent and the Lenders are not entitled
to act on the Existing Defaults after the occurrence of a Standstill Termination as if such default had just occurred and the
Standstill Period had never existed. The Loan Parties acknowledge that the Agent and the Lenders have made no representations
as to what actions, if any, the Agent or the Lenders will take after the Standstill Period or upon the occurrence of any Standstill
Termination, a Default or Event of Default, and the Agent and the Lenders must and do hereby specifically reserve any and all
rights, remedies, and claims they have (after giving effect hereto) with respect to the Existing Defaults and each other Default
or Event of Default that may occur.


 


9. Acknowledgement
of Liens and Affirmation of Guarantee. The Loan Parties hereby acknowledge and agree that the Obligations owing to the
Agent and the Lenders arising out of or in any manner relating to the Loan Documents shall continue to be secured by the
Liens granted as security therefor in the Loan Documents, to the extent provided for in the Loan Documents heretofore
executed and delivered by the such Loan Parties; and nothing herein contained shall in any manner affect or impair the
priority of the Liens created and provided for thereby as to the indebtedness, obligations, and liabilities which would be
secured thereby prior to giving effect to this Agreement. The Parent and Subsidiary Guarantors hereby reaffirm the Guaranteed
Obligations owing to the Agent and the Lenders to the extent provided for in the Credit Agreement, and hereby acknowledge and
agree that nothing herein contained shall in any manner affect or impair the Guaranteed Obligations.


 


10. Release.


 


(a) For
Value Received, Including Without Limitation, The Agreements Of The Lenders In This Agreement, Each Loan Party, On Behalf Of Itself
And Its Successors And Assigns, And Its Current And Former Shareholders, Members, Parents, Subsidiaries, Divisions, Affiliates,
Directors, Officers, Employees, Agents, Attorneys, Advisors, Consultants, And Other Representatives (collectively, The “Releasing
Parties”), Hereby Absolutely, Unconditionally, And Irrevocably Releases And Forever Discharges The Agent And The Lenders,
And Their Current And Former Shareholders, Members, Parents, Subsidiaries, Divisions, Affiliates, Directors, Officers, Employees,
Agents, Attorneys, Advisors, Consultants, And Other Representatives (collectively, The “Released Parties”)
Of And From Any And All Claims (including, Without Limitation, All Counterclaims, Crossclaims, Defenses, Rights Of Set-off And
Recoupment), Actions, Causes Of Action, Acts And Omissions, Controversies, Demands, Suits, And Other Liabilities (collectively,
The “Claims”) Of Every Kind Or Nature Whatsoever, Both In Law And In Equity, Known


 




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Or Unknown, Which Any Releasing
Party Has Or Ever Had Against The Released Parties Prior To, Through, And Including This Date, Including, Without Limitation,
Claims Arising Out Of The Existing Financing Arrangements Between The Borrower And The Lenders And Any Claim Of Breach Of The
Duty Of Good Faith And Fair Dealing Based On, Among Other Things, The Released Parties’ Exercise Of Discretion Under The
Loan Documents. The Loan Parties Hereby Represent And Warrant That, On Behalf Of Themselves And Their Successors, Assigns And
Legal Representatives, They Have Not Sold, Conveyed, Assigned, Pledged, Hypothecated, Or Otherwise Encumbered All Or Any Part
Of The Claims Released In This Section. The Loan Parties Hereby Acknowledge And Agree That, On Behalf Of Themselves And Their
Successors, Assigns And Legal Representatives, The Released Parties Have At All Times Acted In Good Faith With Regard To The Consummation
And Administration Of The Loan Documents. Each Loan Party Acknowledges And Agrees That, As Of The Date Hereof, It Does Not Have
Any Claim Against The Released Parties, Each Of Which Such Loan Party, On Behalf Of Itself And Its Successors, Assigns And Legal
Representatives, Hereby Expressly Waives. Each Loan Party Hereby Confirms That The Foregoing Waiver And Release Is An Informed
Waiver And Release And Is Being Freely Given.


 


(b) Each
Loan Party Further Agrees, On Behalf Of Itself And Its Successors, Assigns, And Legal Representatives, Not To Commence, Institute,
Or Prosecute Any Lawsuit, Action Or Other Proceeding, Whether Judicial, Administrative Or Otherwise, To Collect Or Enforce Any
Claim Released Herein. If Any Loan Party Or Any Of Its Successors, Assigns, Or Legal Representatives Violates The Foregoing Covenant,
The Loan Parties Hereby Agree, On Behalf Of Themselves And Their Successors And Assigns, To Jointly And Severally Pay, In Addition
To Any Damages As Any Released Party May Sustain As A Result Of Such Violation, All Attorneys’ Fees And Costs Incurred By
Any Released Party As A Result Of Such Violation.


 


11. Entire Agreement;
Loan Documents Remain Effective; No Novation; and Modifications. This Agreement and the Loan Documents are intended by the
Agent and the Lenders as a final expression of their agreement and are intended as a complete and exclusive statement of the terms
and conditions of that agreement. This Agreement supersedes all prior agreements, whether written or oral, between the parties
with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the
parties with respect to its subject matter. Except as expressly set forth in this Agreement, the Loan Documents and all of the
obligations of the Loan Parties thereunder, the rights and benefits of the Agent and the Lenders thereunder, and the Liens created
thereby remain in full force and effect. This Agreement is not a novation nor is it to be construed as a release, waiver or modification
of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Loan Documents, except
as specifically set forth herein. Without limiting the foregoing, the Loan Parties agree to comply with all of the terms, conditions,
and provisions of the Loan Documents except to the extent such compliance is irreconcilably inconsistent with the express provisions
of this Agreement. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement entered
into in accordance with Section 14.04 of the Credit Agreement This Agreement represents
the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.


 




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12. Fees and Expenses.
The Borrower shall also pay all fees and expenses (including attorneys’ fees and expenses) incurred by the Agent and
its counsel outstanding as of the date hereof.


 


13. Conditions
Precedent. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:


 


13.1. The
Agent and the Lenders shall have received executed counterparts of this Agreement duly executed and delivered by each Loan Party.


 


13.2. The
Borrower shall have issued to the Agent 1,900,000 additional shares of Series C Preferred Stock.


 


13.3 The
Agent, the Lenders, the Loan Parties and Icagen-T shall have entered into a forbearance agreement and amendment to the Icagen-T
Credit Agreement and the Agent and the Lenders shall have received an executed copy thereof, duly executed and delivered by each
Loan Party and Icagen-T.


 


14. Miscellaneous.
By its acceptance hereof, each Loan Party hereby represents that it has the necessary power and authority to execute, deliver,
and perform the undertakings contained herein, and that this Agreement constitutes the valid and binding obligation of such Loan
Party enforceable against it in accordance with its terms. Any provision of this Agreement held invalid, illegal, or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability
without affecting the validity, legality, and enforceability of the remaining provision hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto hereby
acknowledge and agree that this Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other
Loan Documents. Unless otherwise expressly stated herein, the provisions of this Agreement shall survive the termination of the
Standstill Period. This Agreement may be executed in counterparts and by different parties on separate counterpart signature pages,
each of which constitutes an original and all of which taken together constitute one and the same instrument. Delivery of a counterpart
hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF”
file) shall be effective as delivery of a manually executed counterpart hereof. The provisions contained in Sections 14.09 (Governing
Law), 14.10 (Jurisdiction; Service of Process and Venue) and 14.11 (Waiver of Jury Trial) of the Credit Agreement are incorporated
herein by reference, mutatis mutandis.


 


[Signature
Pages to Follow]


 




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This Agreement is entered into as of the date and year first
above written.


 


	 	ICAGEN, INC., as Borrower
	 	 	 
	 	 By:	/s/ Richard Cunningham
	 	Name:	Richard Cunningham
	 	Title:	President & CEO


 


	 	ICAGEN CORP., as a Guarantor
	 	 	 
	 	By:	/s/ Richard Cunningham 
	 	Name:	Richard Cunningham 
	 	Title:	President & CEO


 


	 	CALDERA DISCOVERY, INC., as a Guarantor
	 	 	 
	 	By:	/s/ Richard Cunningham
	 	Name:	Richard Cunningham
	 	Title:	President & CEO


 


	 	XPRO SCIENCES, INC., as a Guarantor
	 	 	 
	 	
        


By:
	/s/ Richard Cunningham 
	 	Name:	Richard Cunningham 
	 	Title:	President & CEO


 


Signature Page to Forbearance Agreement
and Second Amendment 

to Credit Agreement and Guaranty (Icagen, Inc.)


 




     


     


    




 


	 	Accepted and agreed to.
	 	 
	 	PERCEPTIVE CREDIT HOLDINGS II LP 

as Agent and Lender
	 	 
	 	By: Perceptive Credit Opportunities GP, LLC,

 its general partner 
	 	 	 	 
	 	By:	/s/ Sandeep Dixit
	 	 	Name:	Sandeep Dixit
	 	 	Title:	Chief Credit Officer
	 	 	 	 
	 	By:	/s/ Sam Chawla
	 	 	Name:	Sam Chawla
	 	 	Title:	Portfolio Manager


 


Signature Page to Forbearance Agreement
and Second Amendment 

to Credit Agreement and Guaranty (Icagen, Inc.)


 




     


     


    

 


SCHEDULE
1


 


Commitments and Warrant Shares


 


Commitments


 


	Name
    of Lender	Commitment
    Amount
	Perceptive Credit Holdings II, LP	$7,250,000


 


Closing Date Warrant Shares


 


	Name
    of Lender	Closing
    Date Warrant Shares
	Perceptive Credit Holdings II, LP	723,550 aggregate number of shares issued by 

Icagen, Inc. under the Credit Agreements for the 

loan to Icagen, Inc. and Icagen-T, Inc.


 


First Amendment Date Warrant Shares


 


	Name
    of Lender	First
    Amendment Date Warrant Shares
	Perceptive Credit Holdings II, LP	599,991 aggregate number of shares issued by 

Icagen, Inc. under the First Amendment for the 

loan to Icagen-T, Inc.


 


Series C Preferred Stock


 


	Name
    of Lender	Shares
    of Series C Preferred 

    Stock issued in connection with 

    First Amendment	Shares
    of Series C Preferred 

    Stock issued in connection with 

    Second Amendment
	Perceptive Credit Holdings II, LP	599,991	1,900,000


 




     


     


    

 


ANNEX A


 


Marked Credit
Agreement


 




     


     


    

 


Execution Version


 





 



 


 


Credit
Agreement and Guaranty1 


 


dated as of


 


August
31, 2018


 


among


 


Icagen,
Inc.

as the Borrower,


 


Certain
Subsidiaries of the Borrower from Time to Time Party hereto,


as the Subsidiary Guarantors,


 


The
Lenders from Time to Time Party hereto,

as the Lenders,


 


and


 


Perceptive
Credit Holdings ii, lp

as the Administrative Agent


 


U.S. $7,250,000


 


 





 



 


 





 



 


		1	Conformed to reflect changes from the Forbearance Agreement
and First Amendment to Credit Agreement and Guaranty dated as of August 27, 2019, and the Forbearance
Agreement and Second Amendment to Credit Agreement and Guaranty dated as of January 13, 2020.



 




     


     


    

 


Table
of Contents


 


	Section	Heading	Page
	 	 	 
	Section 1.	Definitions	1
	 	 	 
	Section 1.01.	Certain Defined Terms	1
	Section 1.02.	Accounting Terms and Principles	2223
	Section 1.03.	Interpretation	23
	Section 1.04.	Changes to GAAP	24
	 	 	 
	Section 2.	the Commitments and the Term Loan	25
	 	 	 
	Section 2.01.	Term Loan	25
	Section 2.02.	Notes	25
	Section 2.03.	Use of Proceeds	2526
	Section 2.04.	Proportionate Shares	2526
	 	 	 
	Section 3	Payments of Principal and Interest	26
	 	 	 
	Section 3.01.	Repayments and Prepayments Generally; Application	26
	Section 3.02.	Interest	26
	Section 3.03.	Prepayments; Prepayment Premium	27
	Section 3.04.	Closing Fees	2829
	 	 	 
	Section 4.	Payments, Etc	2829
	 	 	 
	Section 4.01.	Payments	2829
	Section 4.02.	Computations	2930
	Section 4.03.	Set-Off	2930
	 	 	 
	Section 5.	Yield Protection, Etc.	2930
	 	 	 
	Section 5.01.	Additional Costs	2930
	Section 5.02.	Illegality	3031
	Section 5.03.	Taxes	3132
	Section 5.04.	Delay in Requests	3536
	 	 	 
	Section 6.	Conditions Precedent	3536
	 	 	 
	Section 6.01.	Conditions to the Closing Date	3536
	 	 	 
	Section 7.	Representations and Warranties	3839
	 	 	 
	Section 7.01.	Power and Authority	3839
	Section 7.02.	Authorization; Enforceability	3940
	Section 7.03.	Governmental and Other Approvals; No Conflicts	3940
	Section 7.04.	Financial Statements; Material Adverse Change	3940
	Section 7.05.	Properties	3940
	Section 7.06.	No Actions or Proceedings	4143


 




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	Section 7.07.	Compliance with Laws and Agreements	4243
	Section 7.08.	Taxes	43
	Section 7.09.	Full Disclosure	4344
	Section 7.10.	Investment Company and Margin Stock Regulation	4344
	Section 7.11.	Solvency	4344
	Section 7.12	Equity Holders; Subsidiaries; Equity Investments	4344
	Section 7.13.	Indebtedness and Liens	4445
	Section 7.14.	Material Agreements	4445
	Section 7.15.	Restrictive Agreements	4445
	Section 7.16.	Real Property	4445
	Section 7.17.	Pension Matters	4445
	Section 7.18.	Priority of Obligations; Collateral; Security Interest	45
	Section 7.19.	Regulatory Approvals	4546
	Section 7.20.	Transactions with Affiliates	4647
	Section 7.21.	OFAC	4647
	Section 7.22.	Anti-Corruption	4647
	Section 7.23.	Deposit and Disbursement Accounts	4647
	Section 7.24.	Royalty and Other Payments	47
	 	 	 
	Section 8.	Affirmative Covenants	4748
	 	 	 
	Section 8.01.	Financial Statements and Other Information	4748
	Section 8.02.	Notices of Material Events	4950
	Section 8.03.	Existence; Conduct of Business	52
	Section 8.04.	Payment of Obligations	5253
	Section 8.05.	Insurance	5253
	Section 8.06.	Books and Records; Inspection Rights	5354
	Section 8.07.	Compliance with Laws and Other Obligations	5354
	Section 8.08.	Maintenance of Properties, Etc.	5354
	Section 8.09.	Maintenance of Regulatory Approvals and Material
    Intellectual Property	5354
	Section 8.10.	Action Under Environmental Laws	5455
	Section 8.11.	Use of Proceeds	5455
	Section 8.12.	Certain Obligations Respecting Subsidiaries; Further Assurances	5455
	Section 8.13.	Termination of Non-Permitted Liens	5556
	Section 8.14.	Intellectual Property	5556
	Section 8.15.	ERISA Compliance	5556
	Section 8.16.	Cash Management	5556
	Section 8.17.	Post-Closing Obligations	5657
	Section 8.18.	Milestone	5657
	Section 8.19.	Icagen-T Lien	5657
	Section 8.20.	Board Observer Rights	5657
	Section 8.21.	Cash Flow	5758
	Section 8.22.	Tuscon Real Estate	5758
	Section 8.23.	Series C Capital Raise	5758
	Section 8.24.	Subordinated Notes	5758


 




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	Section 8.25.	Real Estate Broker	58
	Section 8.26.	Sale of North Carolina Business	58
	Section 8.27.	Amendment to Mortgage	58
	 	 	 
	Section 9.	Negative Covenants	5759
	 	 	 
	Section 9.01.	Indebtedness	5759
	Section 9.02.	Liens	5961
	Section 9.03.	Fundamental Changes and Acquisitions	6163
	Section 9.04.	Lines of Business	6263
	Section 9.05.	Investments	6263
	Section 9.06.	Restricted Payments	6365
	Section 9.07.	Payments of Indebtedness	6465
	Section 9.08.	Change in Fiscal Year	6466
	Section 9.09.	Sales of Assets, Etc	6466
	Section 9.10.	Transactions with Affiliates	6566
	Section 9.11.	Restrictive Agreements	6567
	Section 9.12.	Modifications and Terminations of Material Agreements and
    Organic Documents	6667
	Section 9.13.	Licensing of Intellectual Property	6667
	Section 9.14.	Sales and Leasebacks	6667
	Section 9.15.	Hazardous Material	6668
	Section 9.16.	Accounting Changes	6668
	Section 9.17.	Compliance with ERISA	6668
	 	 	 
	Section 10.	Financial Covenants	6768
	 	 	 
	Section 10.01.	Minimum Liquidity	6768
	Section 10.02.	Minimum Revenue	6768
	 	 	 
	Section 11.	Events of Default	6769
	 	 	 
	Section 11.01.	Events of Default	6769
	Section 11.02.	Remedies	7071
	Section 11.03.	Additional Remedies	7072
	Section 11.04.	Prepayment Premium and Redemption Price	7072
	 	 	 
	Section 12.	Guarantee	7172
	 	 	 
	Section 12.01.	The Guarantee	7172
	Section 12.02.	Obligations Unconditional	7173
	Section 12.03.	Reinstatement	7273
	Section 12.04.	Subrogation	7274
	Section 12.05.	Remedies	7274
	Section 12.06.	Instrument for the Payment of Money	7274
	Section 12.07.	Continuing Guarantee	7374
	Section 12.08.	Rights of Contribution	7374
	Section 12.09.	General Limitation on Guarantee Obligations	7375


 




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	Section 13.	Administrative Agent	7475
	 	 	 
	Section 13.01.	Appointment	7475
	Section 13.02.	Rights as a Lender	7476
	Section 13.03.	Exculpatory Provisions	7476
	Section 13.04.	Reliance by Administrative Agent	7577
	Section 13.05.	Delegation of Duties	7677
	Section 13.06.	Resignation of Agent.	7677
	Section 13.07.	Non-Reliance on Administrative Agent and Other Lenders	7778
	Section 13.08.	Administrative Agent May File Proofs of Claim	7778
	Section 13.09.	Collateral and Guaranty Matters; Appointment of Collateral Agent	7779
	 	 	 
	Section 14.	Miscellaneous	7880
	 	 	7978
	Section 14.01.	No Waiver	7980
	Section 14.02.	Notices	7980
	Section 14.03.	Expenses, Indemnification, Etc	8080
	Section 14.04.	Amendments, Etc.	8081
	Section 14.05.	Successors and Assigns	8282
	Section 14.06.	Survival	8384
	Section 14.07.	Captions	8384
	Section 14.08.	Counterparts	8384
	Section 14.09.	Governing Law	8385
	Section 14.10.	Jurisdiction, Service of Process and Venue	8385
	Section 14.11.	Waiver of Jury Trial	8485
	Section 14.12.	Waiver of Immunity	8485
	Section 14.13.	Entire Agreement	8486
	Section 14.14.	Severability	8486
	Section 14.15.	No Fiduciary Relationship	8486
	Section 14.16.	Confidentiality	8486
	Section 14.17.	Right of Setoff	8587
	Section 14.18.	Judgment Currency	8587
	Section 14.19.	USA PATRIOT Act	8688
	Section 14.20.	Release of Collateral and Guarantees; Non-Disturbance Agreements 	8688
	Section 14.21.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	8688


 




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payments or expenditures (including royalty, licensing or similar payments) to
be made by any Obligor or any of its Subsidiaries in an aggregate amount in excess of $1,000,000.


 


“Material
Indebtedness” means, at any time, any Indebtedness of any Obligor (excluding intercompany Indebtedness among Obligors
and/or their Subsidiaries to the extent permitted hereunder), the outstanding principal amount of which, individually or in the
aggregate, exceeds $500,000.


 


“Material
Intellectual Property” means (i) all Obligor Intellectual Property listed in Schedule 7.05(c) and (ii) all other Obligor
Intellectual Property, whether currently owned or licensed or acquired, developed or otherwise licensed or obtained after the date
hereof (a) the loss of which could reasonably be expected to have a Material Adverse Effect or (b) that has a fair market value
in excess of $500,000.


 


“Maturity Date” means
August 31, 2022.


 


“Multiemployer
Plan” means any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any ERISA Affiliate incurs or
otherwise has any obligation or liability, contingent or otherwise.


 


“Net
Cash Proceeds” means, with respect to the sale of the Tucson Real Estate by Icagen-T or any Casualty Event, the amount
of cash proceeds received (directly or indirectly) from time to time by or on behalf of any Obligor after deducting therefrom only
(w) reasonable fees, costs and expenses related thereto incurred by such Obligor in connection therewith, (x) amounts required
to be repaid on account of any Permitted Indebtedness or other obligations (other than the Obligations) required to be repaid as
a result of such Casualty Event, (y) amounts required to be reserved in accordance with GAAP for indemnities and against liabilities
associated with the property damaged, destructed or condemned in such Casualty Event and (z) Taxes (including transfer Taxes or
net income Taxes) paid or payable in connection therewith; provided that amounts specified therein in respect of costs,
expenses or repayments shall only be deducted from aggregate cash proceeds to the extent such amounts are (1) actually paid to
a Person that is not an Affiliate of the Borrower or any of its Subsidiaries and (2) properly attributable to such Casualty Event
or the sale of the Tucson Real Estate by Icagen-T, as applicable.


 


“North
Carolina Business” means all or substantially all of the assets and/or Equity Interests of Borrower and its Subsidiaries,
but excluding Icagen-T.


 


“Note”
means a promissory note, in substantially the form of Exhibit A hereto, executed and delivered by the Borrower to any Lender
in accordance with Section 2.02.


 


“NY UCC” means the UCC as in effect
from time to time in New York.


 


“Obligations”
means, with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of every type and description
owing by such Obligor to any Secured Party (including all Guaranteed Obligations and the Warrant Obligations), arising out of,
under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired


 




    -2-


     


    

 


under this Agreement), or (ii) the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any
other Obligor or the ability of any Subsidiary to guarantee Indebtedness of the Borrower or any other Obligor to the extent such
guarantee is required by Section 8.12.


 


“Sanction”
means any international economic sanction administered or enforced by the United States Government (including, without limitation,
OFAC), the United Nations Security Council, the European Union or its Member States, Her Majesty’s Treasury or other similar
relevant sanctions authority.


 


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


 


“Second Amendment Date” means January 13, 2020.



 


“Second
Amendment Term Loan” has the meaning set forth in the Icagen-T Credit Agreement.


 


“Secured
Parties” means the Lenders, the Administrative Agent, each other Indemnified Party, any other holder of any Obligation,
and any of their respective permitted transferees or assigns.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Agreement” means the Security Agreement, dated as of the Closing Date and substantially in the form of Exhibit H hereto,
among the grantors party thereto and the Administrative Agent, granting a security interest in the Obligors’ personal property
in favor of the Administrative Agent.


 


“Security
Documents” means, collectively, the Security Agreement, each Short-Form IP Security Agreement, each Real Property Security
Document and each other security document, control agreement or financing statement required or recommended to perfect Liens in
favor of the Secured Parties for purposes of securing the Obligations.


 


“Securities Account” has the meaning
given to it in Section 8-501(a) of the NY UCC.


 


“Series C Holders” means any holder of the Series C Preferred
Stock.


 


“Series
C Preferred Stock” means the Borrower’s Series C Convertible Redeemable Preferred Stock.


 


“Series
C Preferred Subordination Agreement” means that certain Series C Preferred Subordination Agreement, dated as of the Closing
Date, among the Series C Holders, the Borrower and the Administrative Agent, pursuant to which the Series C Holders subordinate
all rights to cash payments owed such Series C Holders by Borrower due to such Series C Holders’ ownership of Series C Preferred
Stock until the Obligations (other than Warrant Obligations) have


 




    -3-


     


    

 


“Term Loan” means each loan advanced by a Lender pursuant to
Section 2.01(a). For purposes of clarification, any calculation of the aggregate outstanding principal amount of the Term Loan
on any date of determination shall mean the aggregate principal amount of the Term Loan made pursuant to Section 2.01(a) that has
not yet been repaid as of such date.


 


“Title
IV Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that
is or within the last six years was maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor
or any ERISA Affiliate thereof within the last six years made, or was obligated to make, contributions, and (ii) that is or was
subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.


 


“Trademarks”
means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for
trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover
for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout
the world, together, in each case, with the product lines and goodwill of the business connected with the use thereof.


 


“Transactions”
means the negotiation, preparation, execution, delivery and performance by each Obligor of this Agreement and the other Loan
Documents to which such Obligor is (or is intended to be) a party, the making of the Term Loan hereunder, and all other transactions
contemplated pursuant to this Agreement and the other Loan Documents.


 


“Tucson Real Estate” has the meaning
set forth in Section 8.22.


 


“Tucson Real Estate Sale Proceeds”
has the meaning set forth in Section 8.22.


 


“UCC”
means, with respect to any applicable jurisdictions, the Uniform Commercial Code as in effect in such jurisdiction, as may
be modified from time to time.


 


“United
States” or “U.S.” means the United States of America, its fifty (50) states and the District of Columbia.


 


“U.S.
Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”
has the meaning set forth in Section 5.03(f)(ii)(B).


 


“Warrant”
means, collectively, (i) the warrant to be delivered to the Administrative Agent pursuant
to Section 6.01 on the Closing Date, that, among other things, grants the holder thereof the right to purchase the number of shares
of common stock of the Borrower as indicated on the Closing Date Warrant Shares table on
Schedule 1, and (ii) the warrant to be delivered to the Administrative Agent pursuant to the First
Amendment on the First Amendment Date, that, among other things, grants the holder thereof the right to purchase the number of
shares of common stock of the Borrower as indicated on the First Amendment Date Warrant Shares table on Schedule 1, in each case
as the Warrant may be amended, replaced or otherwise modified pursuant to the terms


 




    -4-


     


    

 


rebuild the property subject to such Casualty Event or to the cost of purchase
or construction of other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such
Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event
that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty
Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred
percent (100%) of the unused balance of such Net Cash Proceeds received by the Borrower or any other Obligor as a result of such
Casualty Event up to the principal amount outstanding of the Term Loan, and (B) any accrued but unpaid interest on such principal
amount of the Term Loan being prepaid, provided, further, that to the extent that the property subject to the Casualty Event
is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative
Agent, for the benefit of the Lenders, has been granted a security interest under the Security Documents.


 


(ii) Upon
receipt of the Tucson Real Estate Sale Proceeds in accordance with Section 8.22, the Borrower shall make a mandatory prepayment
of the Obligations in an aggregate amount equal in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations
as of such date and (ii) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from Icagen-T in connection
with such sale, to be applied pursuant to Section 3.03(d) below.


 


(iii) Upon
the receipt of upfront proceeds pursuant to Section 8.18(b), the Borrower shall make a mandatory prepayment of the Term Loan in
an aggregate amount not to exceed the lesser of (i) the entire outstanding Obligations as of such date and (ii) $2,000,000, to
be applied pursuant to Section 3.03(d) below; provided that if a sale of the North Carolina Business occurs, then no mandatory
prepayment shall be required pursuant to this clause (b)(iii). Notwithstanding the forgoing, the amount of any mandatory prepayment
required by this Section 3.03(b)(iii) shall be decreased by the amount of any prepayment made pursuant to Section 3.03(b)(iii)
of the Icagen-T Credit Agreement. 


 


(iv) Upon
the sale of the North Carolina Business in accordance with Section 8.26, the Borrower shall make a mandatory prepayment of the
Term Loan in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations as of such date and (ii) one hundred
percent (100%) of the Net Cash Proceeds received by the Borrower in connection with such sale, to be applied pursuant to Section
3.03(d) below.


 


(c) Prepayment Premium. Without
limiting the foregoing, whenever the Prepayment Premium is in effect and payable pursuant to the terms hereof, such premium shall
be payable on all payments and prepayments of the Term Loan, whether as a result of clause (a) above in this Section 3.03, acceleration
or otherwise (but excluding any prepayment pursuant to clause (b)(i) above).


 




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payment in full of the unpaid principal amount owed under the First Amendment Term
Loan and the Second Amendment Term Loan and all accrued and unpaid PIK Interest on the
First Amendment Term Loan and the Second Amendment Term Loan:


 


Section
8.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent:


 


(a) as soon
as available and in any event within 30 days after the end of each

month (including the last month of each fiscal quarter), a consolidated balance sheet for the Borrower and its Subsidiaries as
of the end of such month, and the related consolidated statements of income and cash flows for such month and the portion of the
fiscal year through the end of such month, all in reasonable detail and setting forth in comparative form the figures for the corresponding
period in the preceding fiscal year, together with a certificate of a Responsible Officer of the Borrower stating that such financial
statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date
and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in
accordance with GAAP, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes;


 


(b) as soon
as available and in any event within five (5) Business Days following the date on which the Borrower files or is required to file
a Quarterly Report on Form 10-Q with the SEC, a consolidated balance sheet for the Borrower and its Subsidiaries as of the end
of such quarter, and the related consolidated statements of income and cash flows for such quarter and the portion of the fiscal
year through the end of such quarter, all in reasonable detail and setting forth in comparative form the figures for the corresponding
period in the preceding fiscal year, together with a certificate of a Responsible Officer of the Borrower stating that such financial
statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date
and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in
accordance with GAAP, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes;
provided that, so long as the Borrower is subject to the public reporting requirements of the Exchange Act, the Borrower’s
filing of a Quarterly Report on Form 10-Q with the SEC shall be deemed to satisfy the requirements of this Section 8.01(b) on the
date on which such report is first available via the SEC’s EDGAR system or a successor system related thereto;


 


(c) as soon
as available and in any event within five (5) Business Days following the date on which the Borrower files or is required to file
its Annual Report on Form 10-K with the SEC, a consolidated balance sheet for the Borrower and its Subsidiaries as of the end of
such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal
year, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a
report and opinion thereon of RBSM LLP or another firm of independent certified public accountants of recognized national standing
reasonably acceptable to the


 




    -6-


     


    

 


Deposit Account shall, on and after the Closing Date (or such later date as agreed
to by the Administrative Agent in its reasonable discretion), be a Controlled Account).


 


Section
8.17. Post-Closing Obligations. Within the time periods specified on Schedule 8.17 (as each may be extended by the Administrative
Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 8.17.


 


Section
8.18. Milestone. (a) On or before March 31, 2019, enter into a collaboration agreement
with a pharmaceutical or biotechnology company that results in aggregate upfront fees in excess of
$5,000,000, and (b) on or after the Second Amendment Date, but on or before March 31, 2020, enter into a collaboration agreement
with a pharmaceutical or biotechnology company that results in aggregate cash upfront fees equal to or in excess of
$5,000,000.


 


Section
8.19. Icagen-T Lien. Within thirty (30) days after the earlier of (i) the date the Icagen-T MSA no longer prohibits Icagen-T
and its Subsidiaries from being a Subsidiary Guarantor and (ii) the date the Icagen-T MSA is terminated, Borrower shall (x) deliver
all certificates representing 100% of Icagen-T’s Equity Interests to the Administrative Agent, accompanied by undated instruments
of transfer duly executed in blank, and (y) take all such actions required (including, without limitation, all such actions described
in Section 8.12) to cause Icagen-T and its Subsidiaries to become Subsidiary Guarantors and to pledge a first priority Lien on
all of their respective assets to the Administrative Agent for the benefit of the Lenders (subject to Permitted Priority Liens).


 


Section
8.20. Board Observer Rights. Until the Obligations (other than the Warrant Obligations and contingent indemnification obligations
for which no claim has been made) have been paid in full in cash, Borrower shall permit the Administrative Agent on behalf of all
of the Lenders (the “Observer”) to attend and observe (but not vote) at all meetings of Borrower’s (or
any Subsidiary’s, as applicable) Board or any committee thereof (each a “Committee”), whether in person,
by telephone or otherwise as requested by the Observer. Borrower and such Subsidiaries shall notify the Observer in writing at
the same time as furnished to members of the applicable Board or Committee of (i) the date and time for each general or special
meeting of any such Board or Committee and (ii) the adoption of any resolutions or actions by any such Board or any such Committee
by written consent (describing, in reasonable detail, the nature and substance of such action). Borrower and each of its Subsidiaries
shall concurrently deliver to the Observer all notices and any materials delivered to the official members of such Board or Committee
in connection with a meeting or action to be taken by written consent, including a draft of any material resolutions or actions
proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by written consent to contact
members of any applicable Board or Committee and discuss the pending actions to be taken. Notwithstanding the foregoing, the Observer
shall not be entitled to receive materials relating to, or be in attendance for, any discussions relating to topics which (x) are
subject to attorney client privilege, or (y) present a conflict of interest for the Observer. All such discussions and materials
shall be subject to the confidentiality provisions set forth in Section 14.16.


 


Section
8.21. Cash Flow. No later than Wednesday of each week (beginning September 4, 2019), the Obligors shall provide to the Administrative
Agent and the Lenders a 13-week cash


 




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flow forecast showing projected cash receipts and cash disbursements (including
referencing line item sources and uses of cash) of the Obligors over the immediately succeeding 13-week period.


 


Section
8.22. Tucson Real Estate. The Borrower shall have caused cause
Icagen-T (a) to apply the Net Cash Proceeds of the disposition and sale of Icagen-T’s real property in Tucson,
Arizona at which Icagen-T’s research and development site is located (the “Tucson Real Estate”) to the
prepayment in full of its outstanding Indebtedness under the Icagen-T Credit Agreement and (b) to pay any Net Cash Proceeds from
the sale of the Tucson Real Estate remaining after the payment in full of its outstanding Indebtedness under the Icagen-T Credit
Agreement (such remaining Net Cash Proceeds, the “Tucson Real Estate Sale Proceeds”) to the Borrower, who shall
apply such Tucson Real Estate Sale Proceeds to the prepayment of the Term Loan hereunder in accordance with Section 3.03(b)(ii).


 


Section
8.23. Series C Capital Raise. On or before November 30, 2019, the Series C Holders or other investors shall have made new cash
equity contributions to the Parent in an aggregate amount of not less than $2,500,000.


 


Section 8.24 Subordinated Note. On or
before the First Amendment Date, the Parent shall have issued the initial Subordinated Notes, under which the Parent shall
have received $500,000.


 


Section
8.25 Real Estate Broker. On or before March 31, 2020 the Borrower shall have caused Icagen-T to obtain permission from
Sanofi to hire, and Icagen-T shall have hired, a real estate broker to sell the Tucson Real Estate. 


 


Section
8.26 Sale of North Carolina Business. On and after the Second Amendment Date, the Loan Parties shall diligently pursue a
sale of the North Carolina Business. On or before February 15, 2020, the Borrower shall have sold the North Carolina Business,
on terms and conditions reasonably satisfactory to the Administrative Agent. In the event that the Loan Parties fail to achieve
a sale of the North Carolina Business on or before February 15, 2020, then the Borrower shall issue an additional 600,000 Series
C Preferred Stock to the Administrative Agent. 


 


Section
8.27 Amendment to Mortgage. On or before January 24, 2020 the Borrower shall have caused Icagen-T to deliver to the Administrative
Agent an executed amendment to the Mortgage (as defined in the Icagen-T Credit Agreement) in form and substance satisfactory to
the Administrative Agent, which amendment shall increase the amount of indebtedness secured thereby to $11,000,000.


 


Section 9.
Negative Covenants.


 


Each Obligor
covenants and agrees with the Lenders that, until the Commitments have expired or been terminated and all Obligations (other than
Warrant Obligations and contingent obligations as to which no claims have been asserted) have been paid in full indefeasibly in
cash:


 


Section
9.01. Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit
to exist any Indebtedness, whether directly or


 




    -8-


     


    

 


principal of or interest on the Term Loan, when and as the same shall become due
and payable, whether at the due date thereof, at a date fixed for prepayment thereof or otherwise.


 


(b) Other Payment
Defaults. Any Obligor shall fail to pay any Obligation (other than an amount referred to in Section 11.01(a)) when and as the
same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days.


 


(c) Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of any Obligor in this Agreement or any
other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof, shall: (i) prove to have been incorrect when made or deemed made to the extent that such representation or warranty
contains any materiality or Material Adverse Effect qualifier; or (ii) prove to have been incorrect in any material respect when
made or deemed made to the extent that such representation or warranty does not otherwise contain any materiality or Material Adverse
Effect qualifier.


 


(d) Certain Covenants.
Any Obligor shall fail to observe or perform any covenant, condition or agreement contained in Sections 8.03 (with respect to such
Obligor’s existence), 8.11, 8.12, 8.14, 8.16, 8.21, 8.22, 8.23, 8.24, 8.25, 8.26, 8.27,
Section 9 or Section 10.


 


(e) Other Covenants.
Any Obligor shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those specified
in Section 11.01(a), (b) or (d)) or any other Loan Document, and, in the case of any failure that is capable of cure, such failure
shall continue unremedied for a period of thirty (30) or more days.


 


(f) Payment Default
on Other Indebtedness. Any Obligor or any of its Subsidiaries shall fail to make any payment (whether of principal or interest
and regardless of amount) in respect of (i) any Material Indebtedness, or (ii) Indebtedness under the Icagen-T Credit Agreement,
in each case, when and as same shall become due and payable after giving effect to any applicable grace or cure period as originally
provided by the terms of such Indebtedness.


 


(g) Other Defaults
on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, the Contract governing
any Material Indebtedness shall occur, or (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming
due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this


 




    -9-


     


    

 


ANNEX B


 


Conformed
Credit Agreement 


 


(Second
Amendment)


 




     


     


    

 


Execution Version


 





 



 


 


Credit
Agreement and Guaranty1


 


dated as of


 


August
31, 2018


 


among


 


Icagen,
Inc.

as the Borrower,


 


Certain
Subsidiaries of the Borrower from Time to Time Party hereto,

as the Subsidiary Guarantors,


 


The
Lenders from Time to Time Party hereto,

as the Lenders,


 


and


 


Perceptive
Credit Holdings ii, lp


as the Administrative Agent


 


U.S. $7,250,000


 





 












 


		1	Conformed to reflect changes from the Forbearance Agreement
and First Amendment to Credit Agreement and Guaranty dated as of August 27, 2019, and the Forbearance Agreement and Second Amendment
to Credit Agreement and Guaranty dated as of January 13, 2020.



 




     


     


    

 


Table
of Contents


 


	Section	Heading	Page
	 	 	 
	Section 1.	Definitions	1
	 	 	 
	Section 1.01.	Certain Defined Terms	1
	Section 1.02.	Accounting Terms and Principles	23
	Section 1.03.	Interpretation	23
	Section 1.04.	Changes to GAAP	24
	 	 	 
	Section 2.	The Commitments and the Term Loan	25
	 	 	 
	Section 2.01.	Term Loan	25
	Section 2.02.	Notes	25
	Section 2.03.	Use of Proceeds	26
	Section 2.04.	Proportionate Shares	26
	 	 	 
	Section 3	Payments of Principal and Interest	26
	 	 	 
	Section 3.01.	Repayments and Prepayments Generally; Application	26
	Section 3.02.	Interest	26
	Section 3.03.	Prepayments; Prepayment Premium	27
	Section 3.04.	Closing Fees	29
	 	 	 
	Section 4.	Payments, Etc	29
	 	 	 
	Section 4.01.	Payments	29
	Section 4.02.	Computations	30
	Section 4.03.	Set-Off	30
	 	 	 
	Section 5.	Yield Protection, Etc.	30
	 	 	 
	Section 5.01.	Additional Costs	30
	Section 5.02.	Illegality	31
	Section 5.03.	Taxes	32
	Section 5.04.	Delay in Requests	36
	 	 	 
	Section 6.	Conditions Precedent	36
	 	 	 
	Section 6.01.	Conditions to the Closing Date	36
	 	 	 
	Section 7.	Representations and Warranties	39
	 	 	 
	Section 7.01.	Power and Authority	39
	Section 7.02.	Authorization; Enforceability	39
	Section 7.03.	Governmental and Other Approvals; No Conflicts	40
	Section 7.04.	Financial Statements; Material Adverse Change	40
	Section 7.05.	Properties	40
	Section 7.06.	No Actions or Proceedings	43


 




    -i-


     


    

  


	Section 7.07.	Compliance with Laws and Agreements	43
	Section 7.08.	Taxes	43
	Section 7.09.	Full Disclosure	44
	Section 7.10.	Investment Company and Margin Stock Regulation	44
	Section 7.11.	Solvency	44
	Section 7.12	Equity Holders; Subsidiaries; Equity Investments	44
	Section 7.13.	Indebtedness and Liens	45
	Section 7.14.	Material Agreements	45
	Section 7.15.	Restrictive Agreements	45
	Section 7.16.	Real Property	45
	Section 7.17.	Pension Matters	45
	Section 7.18.	Priority of Obligations; Collateral; Security Interest	45
	Section 7.19.	Regulatory Approvals	45
	Section 7.20.	Transactions with Affiliates	47
	Section 7.21.	OFAC	47
	Section 7.22.	Anti-Corruption	47
	Section 7.23.	Deposit and Disbursement Accounts	47
	Section 7.24.	Royalty and Other Payments	47
	 	 	 
	Section 8.	Affirmative Covenants	48
	 	 	 
	Section 8.01.	Financial Statements and Other Information	48
	Section 8.02.	Notices of Material Events	50
	Section 8.03.	Existence; Conduct of Business	52
	Section 8.04.	Payment of Obligations	52
	Section 8.05.	Insurance	53
	Section 8.06.	Books and Records; Inspection Rights	54
	Section 8.07.	Compliance with Laws and Other Obligations	54
	Section 8.08.	Maintenance of Properties, Etc.	54
	Section 8.09.	Maintenance of Regulatory Approvals and Material
    Intellectual Property	54
	Section 8.10.	Action Under Environmental Laws	54
	Section 8.11.	Use of Proceeds	55
	Section 8.12.	Certain Obligations Respecting Subsidiaries; Further Assurances	55
	Section 8.13.	Termination of Non-Permitted Liens	56
	Section 8.14.	Intellectual Property	56
	Section 8.15.	ERISA Compliance	56
	Section 8.16.	Cash Management	56
	Section 8.17.	Post-Closing Obligations	57
	Section 8.18.	Milestone	57
	Section 8.19.	Icagen-T Lien	57
	Section 8.20.	Board Observer Rights	57
	Section 8.21.	Cash Flow	57
	Section 8.22.	Tuscon Real Estate	58
	Section 8.23.	Series C Capital Raise	58
	Section 8.24.	Subordinated Notes	58


 




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	Section 8.25.	Real Estate Broker	58
	Section 8.26.	Sale of North Carolina Business	58
	Section 8.27.	Amendment to Mortgage	58
	 	 	 
	Section 9.	Negative Covenants	58
	 	 	 
	Section 9.01.	Indebtedness	58
	Section 9.02.	Liens	60
	Section 9.03.	Fundamental Changes and Acquisitions	63
	Section 9.04.	Lines of Business	63
	Section 9.05.	Investments	63
	Section 9.06.	Restricted Payments	64
	Section 9.07.	Payments of Indebtedness	65
	Section 9.08.	Change in Fiscal Year	65
	Section 9.09.	Sales of Assets, Etc	66
	Section 9.10.	Transactions with Affiliates	66
	Section 9.11.	Restrictive Agreements	67
	Section 9.12.	Modifications and Terminations of Material Agreements and
    Organic Documents	67
	Section 9.13.	Licensing of Intellectual Property	67
	Section 9.14.	Sales and Leasebacks	67
	Section 9.15.	Hazardous Material	67
	Section 9.16.	Accounting Changes	67
	Section 9.17.	Compliance with ERISA	68
	 	 	 
	Section 10.	Financial Covenants	68
	 	 	 
	Section 10.01.	Minimum Liquidity	68
	Section 10.02.	Minimum Revenue	68
	 	 	 
	Section 11.	Events of Default	69
	 	 	 
	Section 11.01.	Events of Default	69
	Section 11.02.	Remedies	71
	Section 11.03.	Additional Remedies	71
	Section 11.04.	Prepayment Premium and Redemption Price	72
	 	 	 
	Section 12.	Guarantee	72
	 	 	 
	Section 12.01.	The Guarantee	72
	Section 12.02.	Obligations Unconditional	72
	Section 12.03.	Reinstatement	73
	Section 12.04.	Subrogation	73
	Section 12.05.	Remedies	74
	Section 12.06.	Instrument for the Payment of Money	74
	Section 12.07.	Continuing Guarantee	74
	Section 12.08.	Rights of Contribution	74
	Section 12.09.	General Limitation on Guarantee Obligations	75


 




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	Section 13.	Administrative Agent	75
	 	 	 
	Section 13.01.	Appointment	75
	Section 13.02.	Rights as a Lender	75
	Section 13.03.	Exculpatory Provisions	76
	Section 13.04.	Reliance by Administrative Agent	77
	Section 13.05.	Delegation of Duties	77
	Section 13.06.	Resignation of Agent.	77
	Section 13.07.	Non-Reliance on Administrative Agent and Other Lenders	78
	Section 13.08.	Administrative Agent May File Proofs of Claim	78
	Section 13.09.	Collateral and Guaranty Matters; Appointment of Collateral Agent	79
	 	 	 
	Section 14.	Miscellaneous	80
	 	 	 
	Section 14.01.	No Waiver	80
	Section 14.02.	Notices	80
	Section 14.03.	Expenses, Indemnification, Etc	80
	Section 14.04.	Amendments, Etc.	81
	Section 14.05.	Successors and Assigns	82
	Section 14.06.	Survival	84
	Section 14.07.	Captions	84
	Section 14.08.	Counterparts	84
	Section 14.09.	Governing Law	84
	Section 14.10.	Jurisdiction, Service of Process and Venue	84
	Section 14.11.	Waiver of Jury Trial	85
	Section 14.12.	Waiver of Immunity	85
	Section 14.13.	Entire Agreement	85
	Section 14.14.	Severability	85
	Section 14.15.	No Fiduciary Relationship	86
	Section 14.16.	Confidentiality	86
	Section 14.17.	Right of Setoff	86
	Section 14.18.	Judgment Currency	87
	Section 14.19.	USA PATRIOT Act	87
	Section 14.20.	Release of Collateral and Guarantees; Non-Disturbance Agreements	87
	Section 14.21.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	88


 




    -iv-


     


    

 


Schedules
and Exhibits


 


	Schedule 1	—	Commitments and Warrant Shares
	Schedule 7.05(b)	—	Obligor Intellectual Property
	Schedule 7.05(c)	—	Material Intellectual Property
	Schedule 7.06(a)	—	Certain Litigation
	Schedule 7.06(c)	—	Labor Matters
	Schedule 7.12(a)	—	Equity Holders
	Schedule 7.12(b)	—	Information Regarding Subsidiaries
	Schedule 7.12(c)	—	Equity Investments
	Schedule 7.13(a)	—	Outstanding Indebtedness
	Schedule 7.13(b)	—	Pay-Off Indebtedness
	Schedule 7.13(c)	—	Liens
	Schedule 7.14	—	Material Agreements of Obligors
	Schedule 7.15	—	Restrictive Agreements
	Schedule 7.16	—	Real Property Owned or Leased by Obligors or any Subsidiary
	Schedule 7.17	—	Pension Matters
	Schedule 7.19(b)	—	Regulatory Approvals
	Schedule 7.19(e)	—	Certain Regulatory Matters
	Schedule 7.20	—	Transactions with Affiliates
	Schedule 7.21	—	OFAC Matters
	Schedule 7.23	—	Deposit and Disbursement Accounts
	Schedule 7.24	—	Royalty and Payments
	Schedule 8.17	—	Post-Closing Obligations
	Schedule 9.05	—	Existing Investments
	Schedule 9.10	—	Transactions with Affiliates
	Schedule 9.14	—	Permitted Sales and Leasebacks
	Schedule 10.02	—	Contemplated Collaboration Agreement


 




    -v-


     


    

 


	Exhibit A	—	Form of Note
	Exhibit B	—	[Reserved]
	Exhibit C	—	Form of Guarantee Assumption Agreement
	Exhibit D-1	—	Forms of U.S. Tax Compliance Certificate
	Exhibit D-2	—	Forms of U.S. Tax Compliance Certificate
	Exhibit D-3	—	Forms of U.S. Tax Compliance Certificate
	Exhibit D-4	—	Forms of U.S. Tax Compliance Certificate
	Exhibit E	—	Form of Compliance Certificate
	Exhibit F	—	Form of Assignment and Assumption
	Exhibit G	—	Form of Landlord Consent
	Exhibit H	—	Form of Security Agreement
	Exhibit I	—	Form of Collateral Questionnaire
	Exhibit J	—	Form of Patent Security Agreement
	Exhibit K	—	Form of Trademark Security Agreement
	Exhibit L	—	Form of Copyright Security Agreement
	Exhibit M	—	Form of Closing Date Certificate


 




    -vi-


     


    

 

Credit Agreement and Guaranty


 


Credit Agreement and
Guaranty, dated as of August 31, 2018 (this “Agreement”), among Icagen, Inc., a Delaware corporation (the “Borrower”),
certain of the Borrower’s Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each,
a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings II, LP, as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”).


 


Witnesseth:


 


WHEREAS, the Borrower
has requested that the Lenders provide a senior secured term loan facility to the Borrower in an aggregate principal amount of
$7,250,000; and


 


WHEREAS, the Lenders
are willing, on the terms and subject to the conditions set forth herein, to provide such senior secured term loan facility.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


Section 1. Definitions.


 


Section 1.01. Certain
Defined Terms. As used herein, the following terms have the following respective meanings:


 


“Accounting Change Notice” has
the meaning set forth in Section 1.04(a).


 


“Acquisition”
means any transaction, or any series of related transactions, by which any Person directly or indirectly, by means of a take-over
bid, tender offer, amalgamation, merger, purchase of assets, or similar transaction having the same effect as any of the foregoing,
(i) acquires all or substantially all of the assets, business unit or division of any Person, (ii) acquires control of Equity Interests
of a Person representing more than fifty percent (50%) of the ordinary voting power for the election of directors to the board
of directors or other governing body of such Person, or (iii) acquires control of more than fifty percent (50%) of the Equity Interests
in any Person.


 


“Act” has the meaning set forth
in Section 14.19.


 


“Administrative Agent” has the
meaning set forth in the preamble hereto.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified; provided that, with respect to any Lender,
an Affiliate of such Lender shall include, without limitation, all of such Lender’s Related Funds, but shall exclude any
portfolio companies or partners of such Lender or of such Related Funds.


 


“Agreement” has the meaning set
forth in the preamble hereto.


 




     


     


    

 


“Applicable
Margin” means nine and three-quarters percent (9.75%), as such percentage may be increased pursuant to Section 3.02(b).


 


“Asset Sale” has the meaning set
forth in Section 9.09.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee of such Lender in substantially
the form of Exhibit F.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule.


 


“Bailee Letter”
means a bailee letter in form and substance reasonably satisfactory to the Administrative Agent.


 


“Bankruptcy Code” means Title 11
of the United States Code entitled “Bankruptcy”.


 


“Board”
means, with respect to any Person, the board of directors (or equivalent management body) of such Person or any committee thereof
duly authorized to act on behalf of such board or management body.


“Borrower” has the meaning set
forth in the preamble hereto. “Borrowing” means the borrowing of the Term Loan on the Closing Date.


 


“Bridge Notes”
means, collectively, those certain 10% Subordinated Promissory Notes in the aggregate principal amount of $500,000, issued
by Borrower pursuant to those certain Securities Purchase Agreements, dated as of August 13, 2018, by and among the Borrower and
the investors from time to time party thereto.


 


“Business
Day” means a day (other than a Saturday or Sunday) on which commercial banks are not authorized or required to close
in New York City.


 


“Calculation Date” has the meaning
set forth in Section 10.02.


 


“Capital Lease
Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted
for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations
shall be the capitalized amount thereof, determined in accordance with GAAP.


 






    -2-


     


    

 


“Casualty
Event” means the damage, destruction or condemnation, as the case may be, of property of any Person or any of its Subsidiaries
excluding any such property with a fair market value as of the date thereof of less than $1,000,000 per occurrence.


 


“Casualty Event Reinvestment Notice”
has the meaning set forth in Section 3.03(b).


 


“Change of
Control” means at any time of determination, either (i) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person (or group of Persons acting jointly or otherwise in concert) (other than the Management Investors)
of Equity Interests of the Borrower having more than thirty-five percent (35%) of the aggregate ordinary voting power, determined
on a fully diluted basis; (ii) the Borrower shall cease to own, directly or indirectly, beneficially and of record, one hundred
percent (100%) of the issued and outstanding Equity Interests of each of its Subsidiaries (except for any such securities in the
nature of directors’ qualifying shares required pursuant to applicable Law), in each case free and clear of all Liens except
Liens created by the Security Documents; (iii) during any period of twelve (12) consecutive calendar months, the occupation of
a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were neither (a) nominated
by the board of directors of Borrower, nor (b) appointed by directors on the board of directors on the date hereof or so nominated;
(iv) the sale of all or substantially all of the property or business of the Borrower and its Subsidiaries, taken as a whole; or
(v) a Key Person Event shall have occurred.


 


“Claims”
includes litigations, claims, demands, complaints, grievances, actions, suits, orders, charges, indictments, prosecutions,
information (brought by a public prosecutor without grand jury indictment) or other similar processes, assessments or reassessments.


 


“Closing Date” means August 31,
2018.


 


“Closing Fee” has the meaning set
forth in Section 3.04.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Collateral”
means any asset or property of any Person in which a Lien is purported to be granted under any Loan Document (or all such property,
as the context may require).


 


“Collateral
Questionnaire” means the collateral questionnaire in substantially the form set forth in Exhibit I which shall be delivered
pursuant to Section 6.01(k).


 


“Commitment”
means the commitment of a Lender to make or otherwise fund a Term Loan and “Commitments” means such commitments
of all Lenders in the aggregate. The amount of each Lender’s Commitment is set forth on Schedule 1. The aggregate Commitments
of all Lenders as of the Closing Date is $7,250,000.


 


“Committee” has the meaning set
forth in Section 8.20.


 


“Commodity Account” means a “Commodity
Account” as defined in the NY UCC.


 






    -3-


     


    

 


“Compliance
Certificate” has the meaning set forth in Section 8.01(d).


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
Net Revenue” means revenue of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with
GAAP; provided, however, that Consolidated Net Revenue shall exclude any upfront fees and one-time milestone payments received
by the Borrower or any of its Subsidiaries from a collaboration agreement with a pharmaceutical or biotechnology company other
than those upfront fees in an aggregate amount not to exceed $5,000,000 received by the Borrower or any of its Subsidiaries in
connection with the collaboration agreements contemplated to be entered into on Schedule 10.02.


 


“Contracts”
means any contract, license, lease, agreement, obligation, promise, undertaking, understanding, arrangement, document, commitment,
entitlement or engagement under which a Person has, or will have, any liability or contingent liability (in each case, whether
written or oral, express or implied and whether in respect of monetary or payment obligations, performance obligations or otherwise).


 


“Control”
means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto.


 


“Controlled Account” has the meaning
set forth in Section 8.16(a).


 


“Copyright”
means all copyrights, copyright registrations and applications for copyright registrations, including all renewals and extensions
thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder
or pertaining thereto.


 


“Default”
means any Event of Default and any event that has occurred which, upon the giving of notice thereof, or the lapse of time,
or both, would constitute an Event of Default.


“Default Rate” has the meaning
set forth in Section 3.02(b). “Deposit Account” is defined in the Security Agreement.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.


 


“Disqualified
Equity Interests” means, with respect to any Person, any Equity Interest of such Person that, by its terms (or by
the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the
happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity
Interests), including pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at
the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (iii) provides for
the scheduled payments of dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any
other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is one
hundred and eighty (180) days after the Maturity Date; provided that, if such Equity Interests are issued pursuant to
any plan for the benefit of directors, officers, employees or consultants of such Person or by any such plan to such
directors, officers, employees or consultants, such Equity Interests shall not constitute Disqualified Equity Interests
solely because they may be required to be repurchased by such Person upon the death, disability, retirement or termination of
employment or service of such director, officer, employee or consultant.


 






    -4-


     


    

 


“Dollars” and “$”
means lawful money of the United States of America.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible
Transferee” means and includes (i) any commercial bank, (ii) any insurance company, (iii) any finance company, (iv) any
financial institution, (v) any investment fund that invests in loans, (vi) with respect to any Lender, any of its Affiliates, and
(vii) any other “accredited investor” (as defined in Regulation D of the Securities Act) that is principally in the
business of managing investments or holding assets for investment purposes; provided that so long as no Event of Default
has occurred and is continuing, an Eligible Transferee shall not include any competitor of any Obligor.


 


“Environmental
Law” means any federal, state, provincial or local governmental law, rule, regulation, order, writ, judgment, injunction
or decree, whether U.S. or non-U.S., relating to pollution or protection of the environment or the treatment, storage, disposal,
release, threatened release or handling of hazardous materials, and all local laws and regulations, whether U.S. or non-U.S., related
to environmental matters and any specific agreements entered into with any Governmental Authorities which include commitments related
to environmental matters.


 


“Equity
Interests” means, with respect to any Person (for purposes of this defined term, an “issuer”), all
shares of, interests or participations in, or other equivalents in respect of such issuer’s capital stock, including
all membership interests, partnership interests or equivalent, and all debt or other securities
directly or indirectly exchangeable, exercisable or otherwise convertible into such issuer’s capital stock, whether
outstanding as of the Closing Date or issued after the Closing Date, and in each case however designated and whether voting
or non-voting.


 






    -5-


     


    

 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means, collectively, any Obligor, Subsidiary thereof, and any Person under common control, or treated as a single employer,
with any Obligor or Subsidiary thereof, within the meaning of Section 414(b), (c) or, solely with respect to Code Section 412 or
ERISA Section 302, (m) or (o) of the Code.


 


“ERISA Event”
means (i) a reportable event as defined in Section 4043 of ERISA with respect to a Title IV Plan, excluding, however, such
events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within thirty
(30) days of the occurrence of such event; (ii) a withdrawal by any Obligor or any ERISA Affiliate thereof from a Title IV Plan
or the termination of any Title IV Plan resulting in liability under Sections 4063 or 4064 of ERISA; (iii) the withdrawal of any
Obligor or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA)
from any Multiemployer Plan if there is any liability therefore, or the receipt by any Obligor or any ERISA Affiliate thereof of
notice from any Multiemployer Plan that it is in insolvency pursuant to 4245 of ERISA; (iv) the filing of a notice of intent to
terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings
by the PBGC to terminate a Title IV Plan or Multiemployer Plan; (v) the imposition of liability on any Obligor or any ERISA Affiliate
thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vi) the failure
by any Obligor or any ERISA Affiliate thereof to make any required contribution to a Title IV Plan, or the failure to meet the
minimum funding standard of Section 412 of the Code with respect to any Title IV Plan (whether or not waived in accordance with
Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect
to any Title IV Plan or the failure to make any required contribution to a Multiemployer Plan; (vii) the determination that any
Title IV Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431
and 432 of the Code or Sections 303, 304 and 305 of ERISA; (viii) an event or condition which would reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or
Multiemployer Plan; (ix) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon any Obligor or any ERISA Affiliate thereof; (x) an application for a funding waiver
under Section 412 of the Code or an extension of any amortization period pursuant to Section 433 of the Code with respect to any
Title IV Plan; or (xi) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any
of the rights, properties or assets of any Obligor or any ERISA Affiliate thereof, pursuant to Title IV of ERISA, 303(k) of ERISA
or Section 430(k) of the Code.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 




    -6-


     


    

“Event of Default” has the meaning set forth in Section 11.01.


 


“Excess Funding Guarantor” has
the meaning set forth in Section 12.08. “Excess Payment” has the meaning set forth in Section 12.08.


 


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


 


“Excluded
Account” means, collectively, (i) accounts used exclusively for payroll, the withheld employee portion of payroll taxes
and other employee wage and benefit payments, and (ii) fiduciary and other trust accounts.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch
profits Taxes, in each case, (x) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivisions thereof) or (y) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Commitment pursuant
to a law in effect on the date on which (1) such Lender acquires such interest in the Term Loan or Commitment (other than pursuant
to an assignment request by the Borrower pursuant to Section 5.03(h)) or (2) such Lender changes its lending office, except in
each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office,
(iii) Taxes attributable to such Recipient’s failure to comply with Section 5.03(f), and (iv) any withholding Taxes imposed
under FATCA.


 


“Fair Share” has the meaning set
forth in Section 12.08.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules
or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing
such Sections of the Code.


 


“FD&C
Act” means the U.S. Food, Drug and Cosmetic Act of 1938 (or any successor thereto), as amended from time to time, and
the rules, regulations, guidelines, guidance, documents and compliance policy guides issued or promulgated thereunder.


 


“FDA” means the U.S. Food and Drug
Administration and any successor entity.


 


“First Amendment Date” means August 27, 2019.


 




    -7-


     


    

 


“First
Amendment Term Loan” has the meaning set forth in the Icagen-T Credit Agreement.


 


“Foreign Lender”
means a Lender (or, if the Lender is a disregarded entity for U.S. federal income tax purposes, the Person treated as the owner
of the assets of such Lender for U.S. federal income tax purposes) that is not a U.S. Person.


 


“Foreign Subsidiary”
means a Subsidiary of the Borrower that is not incorporated, formed or organized under the laws of the United States, any State
of the United States or the District of Columbia.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in
the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants,
in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity
as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the
date of determination. The definition of GAAP shall be subject to Sections 1.02 and 1.04.


 


“Governmental
Approval” means any required consent, authorization, approval, order, license, franchise, permit, certification, accreditation,
registration, clearance, exemption, filing or notice that is issued or granted by or from (or pursuant to any act of) any applicable
Governmental Authority, including any application or submission related to any of the foregoing.


 


“Governmental
Authority” means any nation, government, branch of power (whether executive, legislative or judicial), state, province
or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory
or administrative functions of or pertaining to government, including without limitation regulatory authorities, governmental departments,
agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other
law-, rule- or regulation-making organizations or entities of any state, territory, county, city or other political subdivision
of any country, in each case whether U.S. or non-U.S.


 


“Guarantee” of
or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such
Indebtedness or other monetary obligation of the payment thereof, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other monetary obligation, or (iv) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or monetary obligation; provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business. The amount
of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.


 






    -8-


     


    

 


“Guarantee
Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit C by an entity that,
pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor.”


 


“Guaranteed Obligations” has the
meaning set forth in Section 12.01.


 


“Hazardous
Material” means any substance, element, chemical, compound, product, solid, gas, liquid, waste, by-product, pollutant,
contaminant or material which is hazardous or toxic, and includes, without limitation, (i) asbestos, polychlorinated biphenyls
and petroleum (including crude oil or any fraction thereof) and (ii) any material classified or regulated as “hazardous”
or “toxic” or words of like import pursuant to an Environmental Law.


 


“Hedging Agreement”
means any interest rate exchange agreement, foreign currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.


 


“HIPAA”
means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for
Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009.


 


“Icagen-T” means Icagen-T, Inc.,
a Delaware corporation.


 


“Icagen-T
Credit Agreement” means that certain Credit Agreement and Guaranty, dated as of the date hereof, by and among Icagen-T,
as borrower, the lenders from time to time party thereto and Perceptive Credit Holdings II, LP, as administrative agent (as amended,
restated, supplemented or otherwise modified from time to time).


 


“Icagen-T
Loan Documents” has the meaning ascribed to the term “Loan Documents” in the Icagen-T Credit Agreement.


 


“Icagen-T
MSA” means that certain Master Services Agreement dated as of July 15, 2016, by and among Icagen-T and Sanofi US Services
Inc.


 


“Impermissible
Qualification” means any qualification or exception to the opinion or certification of any independent public accountant
as to any financial statement of the Borrower or any of its Subsidiaries which is of a “going concern” or similar nature.


 






    -9-


     


    

 


“Indebtedness” of
any Person means, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person upon which interest
charges are customarily paid, (iv) all obligations of such Person in respect of the deferred purchase price of property
or services or under conditional sale or other title retention agreements relating to property acquired by such Person, and
including any purchase price adjustments or indemnity requirements incurred in connection with any Permitted Acquisition
(excluding current trade accounts payable incurred in the ordinary course of business), (v) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (vi)
all Guarantees by such Person of Indebtedness of others, (vii) all Capital Lease Obligations of such Person, (viii) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of
guaranty, (ix) obligations under any Hedging Agreement, currency swaps, forwards, futures or derivatives transactions, (x)
all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (xi) all obligations of
such Person under license or other agreements containing a guaranteed minimum payment or purchase by such Person, other than
operating leases entered into in the ordinary course of business and any such license or other agreement for the purchase or
use of goods, software and other intangibles, services or supplies in the ordinary course of business and (xii) any
Disqualified Equity Interests of such Person. The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as
a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified Party” has the meaning
set forth in Section 14.03(c).


 


“Indemnified
Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any Obligation and (ii) to the extent not otherwise described in clause (i), Other Taxes.


 


“Industrial Designs” has the meaning
set forth in the Security Documents.


 


“Insolvency
Proceeding” means (i) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment
for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of any Person’s
creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state
or foreign Law, including the Bankruptcy Code.


 


“Intellectual
Property” means all Patents, Trademarks, Copyright, Industrial Designs, Technical Information and other intellectual
property, whether registered or not and whether existing under, U.S. or non-U.S. Law or jurisdiction, including (without limitation)
all of the following: (i) all applications or registrations relating to the foregoing; (ii) all rights and privileges arising under
any applicable Law with respect to the foregoing; (iii) rights to sue for past, present or future infringements of such Intellectual
Property; and (iv) all rights of the same or similar effect or nature in any jurisdiction corresponding to such Intellectual Property
anywhere in the world.


 






    -10-


     


    

 


“Interest
Period” means (a) the period commencing on (and including) the Closing Date and
ending on (and including) the last day of the calendar month in which the Closing Date occurs, and (b) thereafter, the period
beginning on (and including) the first day of each succeeding calendar month and ending on the earlier of (and including) (x)
the last day of such calendar month and (y) the Maturity Date.


 


“Interest
Rate” means the sum of (i) the Applicable Margin plus (ii) the greater of (x) the Reference Rate and (y) two and one-quarter
percent (2.25%).


 


“Invention”
means any novel, inventive or useful art, apparatus, method, process, machine, manufacture or composition of matter, or any
novel, inventive and useful improvement in any art, method, process, machine, manufacture or composition of matter.


 


“Investment”
means, for any Person: (i) any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or debt or other securities of another Person, (ii) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest
in, another Person, including any partnership or joint venture interest in such other Person, or (iii) the purchase or other acquisition
(in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another
Person or assets constituting a business unit, line of business or division of such Person. The amount of an Investment will be
determined at the time the Investment is made without giving effect to any subsequent changes in value.


 


“IRS” means the U.S. Internal Revenue
Service or any successor agency.


 


“Key Person”
means Richard Cunningham or such other person as may be acceptable by the Lenders as Richard Cunningham’s replacement
pursuant to the definition of “Key Person Event.”


 


“Key Person
Event” means that (a) the Key Person (i) ceases to hold the office of chief executive officer (or equivalent) of Borrower
or fails to be directly and actively involved in the day to day management and direction of Borrower and its Subsidiaries and a
successor reasonably acceptable to the Lenders shall not have been appointed within 90 days of such cessation, or (ii) becomes
or is an employee, manager or officer of any entity other than Borrower and its Subsidiaries and (b) Tim Tyson is no longer serving
as the Chairman of the Board of the Borrower.


 


“Landlord
Consent” means a Landlord Consent substantially in the form of Exhibit G or in a form otherwise reasonably satisfactory
to the Administrative Agent.


 


“Law”
means any U.S. or non-U.S. federal, state, provincial, territorial, municipal or local statute, treaty, rule, guideline, regulation,
ordinance, code or administrative or judicial precedent or authority, including any interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in
each case, whether or not having the force of law.


 




    -11-


     


    

 


“Lenders”
has the meaning set forth in the preamble hereto.


 


“Lien”
means any mortgage, lien, pledge, charge or other security interest, or any lease, title retention agreement, easement, right-of-way
or other encumbrance of any kind or character whatsoever or any preferential arrangement that has the practical effect of creating
a security interest.


 


“Loan Documents”
means, collectively, this Agreement, the Notes, the Warrant, the Security Documents, the Series C Preferred Subordination Agreement,
the Guarantee Assumption Agreements and any subordination agreement, intercreditor agreement or other present or future document,
instrument, agreement or certificate delivered to any Lender in connection with this Agreement or any of the other Loan Documents,
in each case, as amended, restated, supplemented or otherwise modified.


 


“Loss”
means any judgment, debt, liability, expense, cost, damage or loss, contingent or otherwise, whether liquidated or unliquidated,
matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including
reasonable fees and disbursements of legal counsel, and all costs incurred in investigating or pursuing any Claim or any proceeding
relating to any Claim.


 


“Majority
Lenders” means, at any time, Lenders having at such time in excess of fifty percent (50%) of the aggregate Commitments
(or, if such Commitments are terminated, the outstanding principal amount of the Term Loan) then in effect.


 


“Management
Investors” means any current directors, officers, management and/or employees of the Borrower or any of its Subsidiaries
and any of their respective family members, trusts or other estate planning vehicles and any Person owned or controlled by any
of the foregoing, in each case, holding, beneficially or of record, Equity Interests in the Borrower.


 


“Margin Stock” means “margin
stock” within the meaning of Regulations T, U and X.


 


“Material
Adverse Change” and “Material Adverse Effect” mean a material adverse change in or effect on (i) the
business, condition (financial or otherwise), operations or performance of the Borrower and its Subsidiaries, taken as a whole,
(ii) the ability of either (x) the Borrower or (y) the Obligors, taken as a whole, to perform its or their, as the case may be,
obligations under the Loan Documents, as and when due or (iii) the legality, validity, binding effect or enforceability of any
Loan Document or the rights and remedies of any Secured Party under any of the Loan Documents.


 


“Material
Agreement” means (i) any Contract to which any Obligor or any of its properties is bound or subject to and which is
listed on Schedule 7.14, (ii) any other Contract to which any Obligor is a party or a beneficiary from time to time, the
absence or termination of which could reasonably be expected to result in a Material Adverse Effect, and (iii) any other
Contract to which any Obligor is a party that during any period of 12 consecutive months is reasonably expected to (1) result
in payments or receipts (including royalty, licensing or similar payments) made to any Obligor or any of its Subsidiaries in
an aggregate amount in excess of $1,000,000 or (2) require payments or expenditures (including
royalty, licensing or similar payments) to be made by any Obligor or any of its Subsidiaries in an aggregate amount in excess
of $1,000,000.


 






    -12-


     


    

 


“Material
Indebtedness” means, at any time, any Indebtedness of any Obligor (excluding intercompany Indebtedness among Obligors
and/or their Subsidiaries to the extent permitted hereunder), the outstanding principal amount of which, individually or in the
aggregate, exceeds $500,000.


 


“Material
Intellectual Property” means (i) all Obligor Intellectual Property listed in Schedule 7.05(c) and (ii) all other Obligor
Intellectual Property, whether currently owned or licensed or acquired, developed or otherwise licensed or obtained after the date
hereof (a) the loss of which could reasonably be expected to have a Material Adverse Effect or (b) that has a fair market value
in excess of $500,000.


 


“Maturity Date” means August 31,
2022.


 


“Multiemployer
Plan” means any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any ERISA Affiliate incurs or
otherwise has any obligation or liability, contingent or otherwise.


 


“Net Cash
Proceeds” means, with respect to the sale of the Tucson Real Estate by Icagen-T or any Casualty Event, the amount of
cash proceeds received (directly or indirectly) from time to time by or on behalf of any Obligor after deducting therefrom only
(w) reasonable fees, costs and expenses related thereto incurred by such Obligor in connection therewith, (x) amounts required
to be repaid on account of any Permitted Indebtedness or other obligations (other than the Obligations) required to be repaid as
a result of such Casualty Event, (y) amounts required to be reserved in accordance with GAAP for indemnities and against liabilities
associated with the property damaged, destructed or condemned in such Casualty Event and (z) Taxes (including transfer Taxes or
net income Taxes) paid or payable in connection therewith; provided that amounts specified therein in respect of costs,
expenses or repayments shall only be deducted from aggregate cash proceeds to the extent such amounts are (1) actually paid to
a Person that is not an Affiliate of the Borrower or any of its Subsidiaries and (2) properly attributable to such Casualty Event
or the sale of the Tucson Real Estate by Icagen-T, as applicable.


 


“North Carolina
Business” means all or substantially all of the assets and/or Equity Interests of Borrower and its Subsidiaries, but
excluding Icagen-T.


 


“Note”
means a promissory note, in substantially the form of Exhibit A hereto, executed and delivered by the Borrower to any Lender
in accordance with Section 2.02.


 


“NY UCC” means the UCC as in effect
from time to time in New York.


 






    -13-


     


    

 


“Obligations” means,
with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of every type and description owing
by such Obligor to any Secured Party (including all Guaranteed Obligations and the Warrant Obligations), arising out of,
under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by
assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and
however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication,
(i) if such Obligor is the Borrower, the Term Loan, (ii) all interest accruing under the Loan Documents, whether or not
accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or
similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding,
and (iii) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges,
costs, disbursements, indemnities and reimbursement of amounts paid and other sums, in each case, chargeable to such Obligor
under any Loan Document.


 


“Obligor Intellectual
Property” means, at any time of determination, Intellectual Property owned by any of the Obligors at such time including,
without limitation, the Intellectual Property listed on Schedule 7.05(b).


 


“Obligors”
means, collectively, the Borrower and the Subsidiary Guarantors and their respective successors and permitted assigns.


 


“Observer” has the meaning set
forth in Section 8.20.


 


“One-Month
LIBOR” means, with respect to any applicable Interest Period hereunder, the one-month London Interbank Offered Rate for
deposits in Dollars, as determined by the Administrative Agent from the appropriate Bloomberg or Telerate page selected by the
Administrative Agent (or any successor thereto or similar source reasonably determined by the Administrative Agent from time to
time), which shall be that one-month London Interbank Offered Rate for deposits in Dollars in effect at approximately 11:00 a.m.
(London, England time) two (2) Business Days prior to the first Business Day of such Interest Period rounded up to the nearest
1/100 of one percent (1%). The Administrative Agent’s determination of interest rates shall be determinative in the absence
of manifest error.


 


“Organic Document”
means, for any Person, its certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate
of formation, limited liability agreement, operating agreement and all shareholder agreements, voting trusts and similar arrangements
applicable to such Person’s Equity Interests.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Term Loan or Loan Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the
receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment
made at the request of the Borrower pursuant to Section 5.03(h)).


 






    -14-


     


    

 


“Participant” has the meaning
set forth in Section 14.05(e).


 


“Participant Register” has the meaning set forth in Section 14.05(e).


 


“Patents”
means all patents and patent applications, including the inventions and improvements described and claimed therein together
with the reissues, divisions, continuations, renewals, extensions and continuations in part thereof, all income, royalties, damages
and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past or future infringements
thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.


 


“Payment
Date” means (i) the last day of each Interest Period and (ii) the Maturity Date; provided that, in the event any
such day is not a Business Day, then the payment due on such day shall be payable on the next occurring Business Day.


 


“Pay-Off Indebtedness” means the
Indebtedness listed on Schedule 7.13(b).


 


“Pay-Off
Letters” means each payoff letter in respect of the Pay-Off Indebtedness, in form and substance reasonably satisfactory
to the Administrative Agent.


 


“PBGC”
means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions.


 


“Permitted
Acquisition” means any Acquisition by the Borrower or any of its Subsidiaries whether by purchase, merger or otherwise,
of (i) all or substantially all of the assets of any U.S. Person, (ii) more than fifty percent (50%) of all voting Equity Interests
of any U.S. Person (determined on a fully diluted basis), (iii) an entire business line or unit or division of any U.S. Person
or (iv) any other asset or assets (other than assets in the nature of inventory acquired in the ordinary course of business) located
in the United States; provided that:


 


(a) immediately
prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would reasonably
be expected to result therefrom;


 


(b) all
transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Laws, and
in conformity in all material respects with all applicable Governmental Approvals;


 


(c) in
the case of the Acquisition of any Equity Interests of any Person, all of such Equity Interests shall be majority owned by Borrower
or its Subsidiaries, and the Borrower shall have taken or caused to be taken, as of the date such Equity Interests are acquired,
all necessary actions to comply with Section 8.12(a), as applicable;


 




    -15-


     


    

 


(d) in the case of the Acquisition of assets, all assets acquired shall be owned by
Borrower or its Subsidiaries, and the Borrower shall have taken or caused to be taken, as of the date the assets are acquired,
all necessary actions to comply with Section 8.12(a), as applicable;


 


(e) such
Person (in the case of an Acquisition of Equity Interests) or assets (in the case of an Acquisition of assets or a division) shall
be engaged or used, as the case may be, in substantially the same business or lines of business in which the Borrower and its Subsidiaries
are engaged as of the Closing Date or a business reasonably related, incidental or complimentary thereto or a reasonable extension
thereof or a business having a similar customer base;


 


(f) on
a pro forma basis after giving effect to such Acquisition, the Borrower and its Subsidiaries shall be in compliance with the financial
covenants set forth in Section 10;


 


(g) the
aggregate consideration for all such Acquisitions together with all Acquisitions permitted under the Icagen-T Credit Agreement
does not exceed $1,000,000 in cash in any fiscal year;


 


(h) the
Borrower shall have provided the Administrative Agent with at least fifteen (15) Business Days’ prior written notice of any
such Acquisition, together with summaries, prepared in reasonable detail, of all due diligence conducted by or on behalf of the
Borrower or the applicable Subsidiary prior to such Acquisition;


 


(i) the
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (prepared in reasonable detail),
certifying as to any contingent liabilities and, to the extent applicable, prospective research and development costs associated
with the Person or assets being acquired; and


 


(j) all
of the assets or Equity Interests acquired in connection with such Acquisition shall be of a U.S. Person.


 


“Permitted
Cash Equivalent Investments” means (i) marketable direct obligations issued or unconditionally guaranteed by the United
States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition, (ii) commercial
paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s
Ratings Group or Moody’s Investors Service, Inc., (iii) time deposits with, or insured certificates of deposit or banker’s
acceptances of, any commercial bank that (x) is organized under the laws of the United States or is the principal banking subsidiary
of a bank holding company organized under the laws of the United States and is a member of the Federal Reserve System and (y) has
combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one (1) year from the date
of acquisition, and (iv) any money market funds at least ninety-five percent (95%) of the assets of which constitute investments
of the type described in clauses (i), (ii) or (iii) above.


 






    -16-


     


    

 


“Permitted
Indebtedness” means any Indebtedness permitted under Section 9.01. 


 


“Permitted Liens” means any Liens
permitted under Section 9.02.


 


“Permitted
Priority Liens” means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.


 


“Permitted
Refinancing” means, with respect to any Permitted Indebtedness, any extension, renewal, replacement or refinancing of
such Indebtedness; provided that such extension, renewal, replacement or refinancing (i) shall not increase the outstanding
principal amount of such Indebtedness except by accrued and unpaid interest and premiums thereon and fees and expenses associated
with such extension, renewal, replacement or refinancing, (ii) contains terms relating to outstanding principal amount, amortization,
maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole no less favorable in any material
respect to the Borrower and its Subsidiaries or the Secured Parties than the terms of any agreement or instrument governing the
Indebtedness being extended, renewed, replaced or refinanced, (iii) shall have an applicable interest rate or equivalent yield
which does not exceed the interest rate or equivalent yield of the Indebtedness being extended, renewed, replaced or refinanced,
(iv) shall not contain any new requirement to grant any Lien or to give any Guarantee that was not an existing requirement of the
Indebtedness being extended, renewed, replaced or refinanced and (v) after giving effect to such extension, renewal, replacement
or refinancing, no Default or Event of Default shall have occurred (or would reasonably be expected to occur) as a result thereof.


 


“Person”
means any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust,
unincorporated organization or Governmental Authority or other entity of whatever nature.


 


“PIK Interest” has the meaning
set forth in the Icagen-T Credit Agreement. 


 


“Prepayment Date” has the meaning set forth in Section 3.03(a)(i).


 


“Prepayment
Premium” means with respect to any prepayment of principal of the Term Loan referenced in Section 3.03(a) occurring (i)
on or prior to the first anniversary of the Closing Date, an amount equal to twelve percent (12%) of the aggregate outstanding
principal amount of the Term Loan being prepaid, (ii) at any time after the first anniversary of the Closing Date and on or prior
to the second anniversary of the Closing Date, an amount equal to eight percent (8%) of the aggregate outstanding principal amount
of the Term Loan being prepaid; and (iii) at any time after the second anniversary of the Closing Date and on or prior to the third
anniversary of the Closing Date, an amount equal to three percent (3%) of the aggregate outstanding principal amount of the Term
Loan being prepaid on such Prepayment Date.


 


“Prepayment Price” has the meaning
set forth in Section 3.03(a)(i).


 


“Product” means
any future product developed, manufactured, licensed, marketed, sold or otherwise commercialized by any Obligor, including
any such product in development or which may be developed, in each case related to Material
Intellectual Property.


 






    -17-


     


    

 


“Product Commercialization
and Development Activities” means, with respect to any Product, any combination of research, development, manufacture,
importation, use, sale, storage, design, labeling, marketing, promotion, supply, distribution, testing, packaging, purchasing or
other commercialization activities, receipt of payment in respect of any of the foregoing, or like activities the purpose of which
is to commercially exploit such Product.


 


“Prohibited
Payment” means any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of
value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality
thereof, political party or supra-national organization (such as the United Nations), any political candidate, any royal family
member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any applicable
Law for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit
to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with
a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.


 


“Proportionate
Share” means, with respect to any Lender, the percentage obtained by dividing (i) the sum of the Commitment (or, if the
Commitments are terminated, the outstanding principal amount of the Term Loan) of such Lender then in effect by (ii) the sum of
the Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Term Loan) of all Lenders then
in effect.


 


“Qualified
Equity Interest” means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity
Interest.


 


“Real Property
Security Documents” means any Landlord Consents, Bailee Letters, any mortgage or deed of trust or any other real property
security document executed or required hereunder to be executed by any Obligor and granting a security interest in real property
owned or leased (as tenant) by any Obligor in favor of the Secured Parties.


 


“Recipient” means any Lender or
the Administrative Agent.


 


“Reference
Rate” means One-Month LIBOR; provided that, if One-Month LIBOR can no longer be determined by the Administrative
Agent (in its sole discretion) or any Governmental Authority having jurisdiction over the quotation or determination of the London
Interbank Offered Rates declares that it will no longer supervise or sanction such rates for purposes of interest rates on loans,
then the Reference Rate for purposes hereof and of each other Loan Document shall be a comparable rate as may be selected by the
Administrative Agent in its reasonable discretion.


 


“Register” has the meaning set
forth in Section 14.05(d).


 


“Regulation
T” means Regulation T of the Board of Governors of the Federal Reserve System, as amended.


 




    -18-


     


    

 


“Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System, as amended.


 


“Regulation
X” means Regulation X of the Board of Governors of the Federal Reserve System, as amended.


 


“Regulatory
Approvals” means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority
and applications or submissions related to any of the foregoing.


 


“Regulatory
Authority” means any Governmental Authority that is concerned with or has regulatory oversight with respect to the use,
control, safety, efficacy, reliability, manufacturing, marketing, distribution or sale relating to the business of an Obligor,
including the FDA and all equivalent of such agencies in other jurisdictions.


 


“Related Fund”
means, with respect to any Lender, a fund which is managed or advised by the same investment manager or investment adviser
as such Lender or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or
investment adviser is an Affiliate of the investment manager or investment adviser of such Lender.


 


“Related Parties” has the meaning
set forth in Section 14.16.


 


“Resignation Effective Date” has
the meaning set forth in Section 13.06(a).


 


“Responsible
Officer” of any Person means each of the president, chief executive officer, chief financial officer and similar officer
of such Person.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including
any (i) sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
of any such shares of capital stock of the Borrower or any of its Subsidiaries, (ii) payment of interest, principal or fees in
respect of Indebtedness owed by the Borrower to any holder of any capital stock of the Borrower or (iii) option, warrant or other
right to acquire any such shares of capital stock of the Borrower or any of its Subsidiaries.


 


“Restrictive
Agreement” means any indenture, agreement, instrument or other arrangement that prohibits, restricts or imposes any
condition upon (i) the ability of the Borrower or any other Obligor to create, incur or permit to exist any Lien (other than
Permitted Liens) upon any of its property or assets (other than (x) customary provisions in contracts (including without
limitation leases and licenses of Intellectual Property) restricting the assignment thereof or, in the case of any lease or
license, the sublease or sublicense or other disposition of the applicable leased or licensed property, (y) restrictions or
conditions imposed by any agreement governing secured Permitted Indebtedness permitted under Section 9.01(g), to the extent
that such restrictions or conditions apply only to the property or assets securing such Indebtedness and (z) restrictions in
agreements related to any Asset Sale to the extent such Asset Sale would be a permitted Asset Sale under
this Agreement), or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Borrower or any other Obligor or the ability of any Subsidiary
to guarantee Indebtedness of the Borrower or any other Obligor to the extent such guarantee is required by Section
8.12.


 






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“Sanction”
means any international economic sanction administered or enforced by the United States Government (including, without limitation,
OFAC), the United Nations Security Council, the European Union or its Member States, Her Majesty’s Treasury or other similar
relevant sanctions authority.


 


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


 


“Second Amendment Date” means January 13, 2020.


 


“Second Amendment
Term Loan” has the meaning set forth in the Icagen-T Credit Agreement.


 


“Secured
Parties” means the Lenders, the Administrative Agent, each other Indemnified Party, any other holder of any Obligation,
and any of their respective permitted transferees or assigns.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Agreement” means the Security Agreement, dated as of the Closing Date and substantially in the form of Exhibit H hereto,
among the grantors party thereto and the Administrative Agent, granting a security interest in the Obligors’ personal property
in favor of the Administrative Agent.


 


“Security
Documents” means, collectively, the Security Agreement, each Short-Form IP Security Agreement, each Real Property Security
Document and each other security document, control agreement or financing statement required or recommended to perfect Liens in
favor of the Secured Parties for purposes of securing the Obligations.


 


“Securities Account” has the meaning
given to it in Section 8-501(a) of the NY UCC.


 


“Series C Holders” means any holder of the Series C Preferred
Stock.


 


“Series C
Preferred Stock” means the Borrower’s Series C Convertible Redeemable Preferred Stock.


 


“Series
C Preferred Subordination Agreement” means that certain Series C Preferred Subordination Agreement, dated as of the
Closing Date, among the Series C Holders, the Borrower and the Administrative Agent, pursuant to which the Series C Holders
subordinate all rights to cash payments owed such Series C Holders by Borrower due to such Series C Holders’ ownership
of Series C Preferred Stock until the Obligations (other than Warrant Obligations) have been
paid in full.


 






    -20-


     


    

 


“Short-Form
IP Security Agreements” means short-form patent, trademark or copyright (as the case may be) security agreements, substantially
in the forms of Exhibits J, K and L to this Agreement, as applicable, entered into by one (1) or more Obligors in favor of the
Administrative Agent for the benefit of each Secured Party.


 


“Solvent”
means, with respect to any Person at any time, that (i) the present fair saleable value of the property of such Person is greater
than the total amount of liabilities (including contingent liabilities) of such Person, (ii) the present fair saleable value of
the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured and (iii) such Person has not incurred and does not intend to, and does not believe that
it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature.


 


“Subordinated
Notes” means those certain subordinated promissory notes issued pursuant to that certain Securities Purchase Agreement,
dated August 27, 2019, among Parent and the investors party thereto and in an aggregate principal amount not to exceed $2,500,000.


 


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as
any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership
interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power
or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, directly
or indirectly, owned, controlled or held.


 


“Subsidiary
Guarantors” means each Subsidiary of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on
the signature pages hereto and each Subsidiary of the Borrower that becomes, or is required to become, a “Subsidiary Guarantor”
after the date hereof pursuant to Section 8.12(a).


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Technical
Information” means all trade secrets and other proprietary or confidential information, public information, non-proprietary
know-how, any information of a scientific, technical, or business nature in any form or medium, standards and specifications, conceptions,
ideas, innovations, discoveries, Invention disclosures, all documented research, developmental, demonstration or engineering work
and all other information, data, plans, specifications, reports, summaries, experimental data, manuals, models, samples, know-how,
technical information, systems, methodologies, computer programs, information technology and any other information.


 






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“Term
Loan” means each loan advanced by a Lender pursuant to Section 2.01(a). For purposes of clarification, any calculation
of the aggregate outstanding principal amount of the Term Loan on any date of determination shall mean the aggregate principal
amount of the Term Loan made pursuant to Section 2.01(a) that has not yet been repaid as of such date.


 


“Title IV
Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is
or within the last six years was maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor
or any ERISA Affiliate thereof within the last six years made, or was obligated to make, contributions, and (ii) that is or was
subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.


 


“Trademarks”
means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for
trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover
for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout
the world, together, in each case, with the product lines and goodwill of the business connected with the use thereof.


 


“Transactions”
means the negotiation, preparation, execution, delivery and performance by each Obligor of this Agreement and the other Loan
Documents to which such Obligor is (or is intended to be) a party, the making of the Term Loan hereunder, and all other transactions
contemplated pursuant to this Agreement and the other Loan Documents.


 


“Tucson Real Estate” has the meaning
set forth in Section 8.22.


 


“Tucson Real Estate Sale Proceeds”
has the meaning set forth in Section 8.22.


 


“UCC”
means, with respect to any applicable jurisdictions, the Uniform Commercial Code as in effect in such jurisdiction, as may
be modified from time to time.


 


“United States”
or “U.S.” means the United States of America, its fifty (50) states and the District of Columbia.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate” has
the meaning set forth in Section 5.03(f)(ii)(B).


 


“Warrant” means,
collectively, (i) the warrant to be delivered to the Administrative Agent pursuant to Section 6.01 on the Closing Date, that,
among other things, grants the holder thereof the right to purchase the number of shares of common stock of the Borrower as
indicated on the Closing Date Warrant Shares table on Schedule 1, and (ii) the warrant to be delivered to the Administrative
Agent pursuant to the First Amendment on the First Amendment Date, that, among other things, grants the holder thereof the
right to purchase the number of shares of common stock of the Borrower as indicated on the First Amendment Date Warrant
Shares table on Schedule 1, in each case as the Warrant may be amended, replaced or otherwise modified pursuant to the terms thereof.


 






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“Warrant
Obligations” means all Obligations of the Borrower arising out of, under or in connection with the Warrant.


 


“Withholding Agent” means the
Borrower, any Obligor and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section 1.02. Accounting
Terms and Principles. Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and
all accounting determinations and computations thereunder (including under Section 10 and any definitions used in such calculations)
shall be made, in accordance with GAAP; provided that, for purposes of determining compliance with any covenant contained
in Section 9 or the existence of any Default or Event of Default under Section 11, in determining whether any lease is required
to be accounted for as a capital lease or an operating lease, such determination shall be made based on GAAP as in effect on the
date of this Agreement. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed
on a consolidated basis for the Borrower and its Subsidiaries, in each case, without duplication.


 


Section 1.03. Interpretation.
For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires,


 


(a) the
terms defined in this Agreement include the plural as well as the singular and vice versa;


 


(b) words
importing gender include all genders;


 


(c) any
reference to a Section, Annex, Schedule or Exhibit refers to a Section of, or Annex, Schedule or Exhibit to, this Agreement;


 


(d) any
reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and the
words herein, hereof, hereto and hereunder and words of similar import refer to this Agreement and its Annexes, Schedules and Exhibits
as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision;


 


(e) references
to days, months and years refer to calendar days, months and years, respectively;


 


(f) all
references herein to “include” or “including” shall be deemed to be followed by the words “without
limitation”;


 




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(g)
the word “from and including” and the word “until” means “to but not including”;


 


(h) where
any provision in this Agreement or any other Loan Document refers to an action to be taken by any Person, or an action which such
Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly;


 


(i) references
to any Lien granted or created hereunder or pursuant to any other Loan Document securing any Obligations shall be deemed to be
a Lien for the benefit of the Secured Parties;


 


(j) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer broadly
to any and all assets and properties, whether tangible or intangible, real or personal, including cash, securities, rights under
contractual obligations and permits and any right or interest in any such assets or property except where otherwise noted herein;


 


(k) accounting
terms not specifically defined herein (other than “property” and “asset”) shall be construed in accordance
with GAAP;


 


(l) the
word “will” shall be construed to have the same meaning as the word “shall”; and


 


(m) a
Schedule shall refer to those Schedules provided as of the date hereof and as may be further updated in accordance with the terms
of this Agreement (which updates, for the avoidance of doubt, shall be acceptable to the Administrative Agent unless such updates
reflect an item that is otherwise prohibited under this Agreement on the date thereof).


 


Unless otherwise expressly provided herein,
references to organizational documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed
to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto permitted by the Loan
Documents.


 


Section 1.04. Changes
to GAAP. Subject to Section 1.02, if, after the date hereof, any change occurs in GAAP or in the application thereof and such
change would cause any amount required to be determined for the purposes of the covenants to be maintained or calculated pursuant
to Section 8, 9 or 10 to be materially different than the amount that would be determined prior to such change, then:


 


(a) the Borrower
will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent within
thirty (30) days after a Responsible Officer’s learning that such change would so impact the covenants and calculations
hereunder;


 




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(b)
either the Borrower or the Administrative Agent may indicate within ninety (90) days following the date of the Accounting Change
Notice that they wish to revise the method of calculating such covenants or amend any such amount, in which case the parties will
in good faith attempt to agree upon a revised method for calculating the financial covenants;


 


(c) until
the Borrower and the Administrative Agent have reached agreement on such revisions, such covenants or amounts as set forth herein
shall remain in effect and will be determined without giving effect to such change;


 


(d) if
no party elects to revise the method of calculating the covenants or amounts, then the covenants or amounts will not be revised
and will be determined in accordance with GAAP without giving effect to such change; and


 


(e) any
Event of Default arising as a result of such change which is cured by operation of this Section 1.04 shall be deemed to be of no
effect ab initio.


 


Section 2. The Commitments and the Term Loan.


 


Section 2.01. Term Loan.


 


(a) The
Term Loan.


 


(i) Subject
to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender,
severally and not jointly, agrees to provide its share of the Term Loan to Borrower on the Closing Date in Dollars in a principal
amount equal to such Lender’s Commitment. No Lender shall have an obligation to make a Term Loan in excess of such Lender’s
Commitment.


 


(ii) Borrower
may make one borrowing under the Commitments which shall be on the Closing Date. Subject to Section 3.03, all amounts owed hereunder
with respect to the Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Commitment shall terminate
immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment
on such date.


 


(iii) Upon
satisfaction or waiver of the conditions precedent set forth in this Agreement, the Lenders shall make the proceeds of the Term
Loan available to Borrower on the Closing Date.


 


(b) No amounts paid or prepaid with respect to
the Term Loan may be reborrowed. Any term or provision hereof (or of any other Loan Document) to the contrary
notwithstanding, the Term Loan made to the Borrower will be denominated solely in Dollars and will be repayable solely in
Dollars and no other currency.


 


Section 2.02.
Notes. If requested by any Lender, the Term Loan of such Lender shall be evidenced by one or more Notes. If so requested,
the Borrower shall prepare, execute and deliver to the Administrative Agent such promissory
note(s) payable to the Lenders (or, if requested by the Lenders, to the Lenders and their registered permitted assigns)
substantially in the form attached hereto as Exhibit A.


 






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Section 2.03. Use
of Proceeds. The Borrower shall use the proceeds of the Term Loan solely (a) for general corporate purposes, including, without
limitation, business development and licensing purposes, (b) to refinance the Pay-Off Indebtedness and (c) to pay the fees, costs
and expenses associated with the Transactions.


 


Section 2.04. Proportionate
Shares. The Term Loan shall be made, and all participations purchased, by the Lenders simultaneously and proportionately to
their respective Proportionate Shares, it being understood that no Lender shall be responsible for any default by any other Lender
in such other Lender’s obligation to make a Term Loan hereunder or purchase a participation required hereby nor shall the
Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such Lender’s obligation
to make a Term Loan requested hereunder or purchase a participation required hereby.


 


Section 3 Payments Of Principal And Interest.


 


Section 3.01. Repayments
and Prepayments Generally; Application. (a) There will be no scheduled amortization payments of principal on the Term Loan
prior to the second (2nd) anniversary of the Closing Date.


 


(b) Commencing
with the Payment Date occurring immediately after the second (2nd) anniversary of the Closing Date and on each Payment Date occurring
thereafter, the Borrower shall make a scheduled amortization payment of principal on the Term Loan in an amount equal to 1.0% of
the aggregate principal amount of the Term Loan borrowed on the Closing Date.


 


(c) Any
term or provision hereof to the contrary notwithstanding, on the Maturity Date the Borrower shall repay the entire remaining outstanding
balance of the Term Loan in full in cash.


 


(d) The
Borrower agrees that the Term Loan, and any fees or interest accrued or accruing thereon, shall be repaid and prepaid solely in
Dollars pursuant to the terms of this Section 3. Except as otherwise provided in this Agreement, each payment (including each repayment
and prepayment) by the Borrower will be deemed to be made ratably in accordance with the Lenders’ Proportionate Share.


 


Section 3.02. Interest.


 


(a) Interest
Generally. The outstanding principal amount of the Term Loan, as well as the amount of all other outstanding Obligations, shall
accrue interest at the Interest Rate.


 


(b)
Default Interest. Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default,
the Applicable Margin shall increase automatically by four percent (4%) per annum (the Interest Rate, as increased pursuant
to this Section 3.02(b), being the “Default Rate”). If any Obligation is not paid when due under any
applicable Loan Document (after giving effect to any applicable grace period), the amount
thereof shall accrue interest at the Default Rate.


 






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(c) Interest
Payment Dates. Accrued interest on the Term Loan shall be payable in cash and in arrears on each Payment Date with respect
to the most recently completed Interest Period, and upon the payment or prepayment of the Term Loan (on the principal amount being
so paid or prepaid); provided that interest payable at the Default Rate shall also be payable from time to time on demand
by the Administrative Agent.


 


(d) Maximum
Rate. Notwithstanding any other provision of this Agreement, in no event will any interest or rates referred to herein exceed
the maximum interest rate permitted by applicable law. If such maximum interest rate would be exceeded by the terms hereof, the
rates of interest payable hereunder will be reduced to the extent necessary so that such rates (together with any fees or other
amounts which are construed by a court of competent jurisdiction to be interest or in the nature of interest) equal the maximum
interest rate permitted by applicable law, and any overpayment of interest received by the Lenders before such rates are so construed
will be applied, forthwith after determination of such overpayment, to pay all then outstanding interest, and thereafter to pay
outstanding principal.


 


Section 3.03. Prepayments; Prepayment Premium.


 


(a) Optional
Prepayments. (i) Subject to prior written notice pursuant to clause (ii) below, the Borrower shall have the right to optionally
prepay, in whole or in part, the outstanding principal amount of the Term Loan on any Business Day (a “Prepayment Date”)
for an aggregate amount equal to the sum of (x) the aggregate principal amount of the Term Loan being prepaid, (y) the applicable
Prepayment Premium on the principal amount of the Term Loan being prepaid and (z) any accrued but unpaid interest on the principal
amount of the Term Loan being prepaid (such aggregate amount, the “Prepayment Price”).


 


(ii) A notice of optional
prepayment shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time) on a date not
less than one (1) Business Day prior to the proposed Prepayment Date. Each notice of optional prepayment shall specify the Prepayment
Price and the principal amount to be prepaid, as well as the Prepayment Date.


 


(b) Mandatory
Prepayments. (i) Subject to the proviso below, upon the occurrence of any Casualty Event, the Borrower shall make a
mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100%) of the Net
Cash Proceeds received by the Borrower or any other Obligor as a result of such Casualty Event up to the principal amount
outstanding of the Term Loan, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being
prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the
Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the
occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice
(each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor
intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild
the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business
of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in
lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied
within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory
prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance
of such Net Cash Proceeds received by the Borrower or any other Obligor as a result of such Casualty Event up to the
principal amount outstanding of the Term Loan, and (B) any accrued but unpaid interest on such principal amount of the Term
Loan being prepaid, provided, further, that to the extent that the property subject to the Casualty Event is
Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the
Administrative Agent, for the benefit of the Lenders, has been granted a security interest under the Security
Documents.


 






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(ii) Upon
receipt of the Tucson Real Estate Sale Proceeds in accordance with Section 8.22, the Borrower shall make a mandatory prepayment
of the Obligations in an aggregate amount equal in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations
as of such date and (ii) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from Icagen-T in connection
with such sale, to be applied pursuant to Section 3.03(d) below.


 


(iii) Upon
the receipt of upfront proceeds pursuant to Section 8.18(b), the Borrower shall make a mandatory prepayment of the Term Loan in
an aggregate amount not to exceed the lesser of (i) the entire outstanding Obligations as of such date and (ii) $2,000,000, to
be applied pursuant to Section 3.03(d) below; provided that if a sale of the North Carolina Business occurs, then no mandatory
prepayment shall be required pursuant to this clause (b)(iii). Notwithstanding the forgoing, the amount of any mandatory prepayment
required by this Section 3.03(b)(iii) shall be decreased by the amount of any prepayment made pursuant to Section 3.03(b)(iii)
of the Icagen-T Credit Agreement.


 


(iv) Upon
the sale of the North Carolina Business in accordance with Section 8.26, the Borrower shall make a mandatory prepayment of the
Term Loan in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations as of such date and (ii) one hundred
percent (100%) of the Net Cash Proceeds received by the Borrower in connection with such sale, to be applied pursuant to Section
3.03(d) below.


 


(c) Prepayment Premium. Without limiting
the foregoing, whenever the Prepayment Premium is in effect and payable pursuant to the terms hereof, such premium shall be
payable on all payments and prepayments of the Term Loan, whether as a result of clause (a) above in this Section 3.03,
acceleration or otherwise (but excluding any prepayment pursuant to clause (b)(i) above).


 




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(d)
Application. Proceeds of any prepayment made pursuant to clauses (a) or (b) above shall be applied in the following order
of priority, with proceeds being applied to a succeeding level of priority only if amounts owing pursuant to the immediately preceding
level of priority have been paid in full in cash:


 


(i) first,
to the payment of any unpaid costs or expenses referred to in Section 14.03 then due and owing;


 


(ii) second,
to the payment of any accrued and unpaid interest and any fees then due and owing;


 


(iii) third,
to the payment of unpaid principal of the Term Loan;


 


(iv) fourth,
to the payment of any Prepayment Premium then due and payable;


and


 


(v) fifth,
to the Borrower or such other Persons as may lawfully be entitled to or directed by the Borrower to receive the remainder.


 


Section 3.04. Closing
Fee. On the Closing Date, the Borrower shall pay to the Administrative Agent out of the proceeds of the Term Loan a non-refundable
fee in the amount equal to two percent (2%) of the principal amount of the Term Loan advanced by the Lenders on such date (the
“Closing Fee”). Payment of the Closing Fee shall be in addition to such fees, costs and expenses due and payable
pursuant to Section 14.03. Upon receipt of payment from the Borrower, the Administrative Agent will promptly thereafter distribute
like funds relating to any such payment to the Lenders pro rata on the basis of each Lender’s Proportionate Share.


 


Section 4. Payments, Etc.


 


Section 4.01. Payments.


 


(a) Payments
Generally. Each payment of principal, interest and other amounts to be made by the Obligors under this Agreement or any other
Loan Document shall be made (i) in Dollars, in immediately available funds, without deduction, set off or counterclaim, to the
deposit account of the Administrative Agent (for the benefit of the Lenders) designated by the Administrative Agent by notice to
the Borrower and (ii) not later than 2:00 p.m. (Eastern time) on the date on which such payment is due (each such payment made
after such time on such due date shall be deemed to have been made on the next succeeding Business Day).


 


(b) Application
of Payments. All such payments referenced in clause (a) above shall be applied as set forth in Section 3.03(d) above.


 


(c) Non-Business
Days. If the due date of any payment under this Agreement (whether in respect of principal, interest, fees, costs or otherwise)
would otherwise fall on a day that is not a Business Day, such date shall be extended to the next succeeding Business Day, and,
in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.


 




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Section 4.02.
Computations. All computations of interest and fees hereunder shall be computed on the basis of a year of three hundred and
sixty (360) days and actual days elapsed during the period for which payable.


 


Section 4.03. Set-Off.


 


(a) Set-Off
Generally. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders
and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness
at any time owing by any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and
all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any
Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application, provided
that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders
and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off)
that such Persons may have.


 


(b) Exercise
of Rights Not Required. Nothing contained in Section 4.03(a) shall require the Administrative Agent, any Lender or any of their
Affiliates to exercise any such right or shall affect the right of such Persons to exercise, and retain the benefits of exercising,
any such right with respect to any other indebtedness or obligation of any Obligor.


 


Section 5. Yield Protection, Etc.


 


Section 5.01. Additional Costs.


 


(a) Change in Law Generally. If, on or
after the date hereof, the adoption of any Law, or any change in any Law, or any change in the interpretation or
administration thereof by any court or other Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Lender (or its lending office) with any request or directive (whether or not having the force
of law) of any such Governmental Authority, shall impose, modify or deem applicable any reserve (including any such
requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, contribution, insurance
assessment or similar requirement, in each case that becomes effective after the date hereof, against assets of, deposits
with or for the account of, or credit extended by, a Lender (or its lending office) or shall impose on a Lender (or its
lending office) any other condition affecting the Term Loan or the Commitment, and the result of any of the foregoing is to
increase the cost to such Lender of making or maintaining the Term Loan, or to reduce the amount of any sum received or
receivable by such Lender under this Agreement or any other Loan Document, or subject any Lender to any Taxes on its Term
Loan, Commitment or other obligations, or its deposits, reserves, other liabilities or capital (if any) attributable thereto
by an amount reasonably deemed by such Lender in good faith to be material (other than (i) Indemnified Taxes, (ii) Taxes
described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (iii) Connection Income Taxes),
then the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for
such increased cost or reduction.


 



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(b) Change
in Capital Requirements. If a Lender shall have determined that, on or after the date hereof, the adoption of any applicable
Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether
or not having the force of law) of any such Governmental Authority, in each case that becomes effective after the date hereof,
has or would have the effect of reducing the rate of return on capital of a Lender (or its parent) as a consequence of a Lender’s
obligations hereunder or the Term Loan to a level below that which a Lender (or its parent) could have achieved but for such adoption,
change, request or directive by an amount reasonably deemed by it to be material, then the Borrower shall pay to such Lender on
demand such additional amount or amounts as will compensate such Lender (or its parent) for such reduction.


 


(c) Notification
by Lender. Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date
hereof, which will entitle such Lender to compensation pursuant to this Section 5.01. Before giving any such notice pursuant to
this Section 5.01(c) such Lender shall designate a different lending office if such designation (x) will, in the reasonable judgment
of such Lender, avoid the need for, or reduce the amount of, such compensation and (y) will not, in the reasonable judgment of
such Lender, be materially disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section
5.01, setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder, shall be conclusive and
binding on the Borrower in the absence of manifest error.


 


(d) Notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to constitute
a change in Law for all purposes of this Section 5.01, regardless of the date enacted, adopted or issued.


 


Section
5.02. Illegality. Notwithstanding any other provision of this Agreement, in the event that on or after the date hereof the
adoption of or any change in any applicable Law or in the interpretation or application thereof by any competent Governmental Authority
shall make it unlawful for a Lender or its lending office to make or maintain the Term Loan by such Lender (and, in the opinion
of such Lender, the designation of a different lending office would either not avoid such unlawfulness or would be disadvantageous
to such Lender), then such Lender shall promptly notify the Borrower thereof, following which (i) such Lender’s Commitment
shall be suspended until such time as such Lender may again make and maintain the Term Loan hereunder and (ii) if such Law shall
so mandate, the Term Loan shall be prepaid by the Borrower on or before such date as shall be mandated by such Law in an amount
equal to the aggregate principal amount of the Term Loan outstanding on the date of such prepayment plus any accrued but unpaid
interest thereon.





 






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Section
5.03. Taxes. For purposes of this Section 5.03, the term “applicable Law” includes FATCA.


 


(a)
Payments Free of Taxes. Any and all payments by or on account of any Obligation shall be made without deduction or withholding
for any Taxes, except as required by any applicable Law. If any applicable Law (as determined in the good faith discretion of an
applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then
the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then
the sum payable by such Obligor shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 5.03) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)
Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance
with applicable Law, or at the option of the Administrative Agent, timely reimburse it for the payment of, Other Taxes.


 


(c)
Evidence of Payments. As soon as reasonably practicable after any payment of Taxes by the Borrower to a Governmental Authority
pursuant to this Section 5.03, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(d)
Indemnification by the Borrower. The Borrower shall reimburse and indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 5.03) payable or paid by such Recipient or required to be withheld or deducted from a payment to such
Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e) Indemnification
by the Lender. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), and (ii) any Taxes attributable
to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by
the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph
(e).


 






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(f) Status of Lenders. (i) Any Lender that
is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver
to the Borrower and the Administrative Agent, at the time or times prescribed by applicable Law or reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender shall deliver such other documentation prescribed by Law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), (ii)(B), and
(ii)(D)) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject
such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender.


 


(ii) Without limiting the generality of the foregoing:


 


(A) any
Lender (or, if the Lender is a disregarded entity for U.S. federal income tax purposes, the Person treated as the owner of the
assets of such Lender for U.S. federal income Tax purposes) that is a U.S. Person shall deliver to the Borrower and the Administrative
Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 (or successor form) certifying
that such Lender is exempt from U.S. federal backup withholding Tax;


 


(B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower and the Administrative Agent),
whichever of the following is applicable:


 


(1) in the case of a Foreign Lender claiming the
benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan
Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E as applicable (or successor forms) establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y)
with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E as applicable (or
successor forms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;


 






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(2) executed
copies of IRS Form W-8ECI (or successor form);


 


(3) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable the Borrower within the
meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E
as applicable (or successor forms); or


 


(4) to the
extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY (or successor form), accompanied by IRS
Form W-8ECI (or successor form), IRS Form W-8BEN (or successor form), IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, substantially
in the form of Exhibit D-2 or D-3, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a partnership and one (1) or more direct or indirect partners
of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner.


 


(C) any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter at the time or times prescribed by applicable Law or upon the reasonable request of the Borrower
or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption
from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;
and


 


(D) if a payment made
to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail
to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and
at such time or times as reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this clause


 






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(D), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)
Treatment of Certain Tax Benefits. If any party to this Agreement determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the
payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.03(g), in no event will the indemnified
party be required to pay any amount to an indemnifying party pursuant to this Section 5.03(g) the payment of which would place
the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject
to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This Section 5.03(g) shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 


(h)
Designation of a Different Lending Office. If the Borrower is required to pay any Indemnified Taxes or additional amounts to
any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.03, then such
Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding
or booking its Term Loan hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches
or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate
or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such
Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.


 


(i)
Survival. Each party’s obligations under this Section 5 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 






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Section 5.04. Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 5 shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six-months prior to the date
that such Lender notifies the Borrower of the change in Law giving rise to such increased costs or reductions, and of such Lender’s
intention to claim compensation therefor (except that, if the change in Law giving rise to such increased costs or reductions is
retroactive, then the sixth-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


Section 6.
Conditions Precedent.


 


Section 6.01. Conditions
to the Closing Date. The obligation of each Lender to make the Term Loan shall be subject to the execution and delivery of
this Agreement by the parties hereto and the prior or concurrent satisfaction (or waiver thereof by the Administrative Agent) of
each of the conditions precedent set forth below in this Section 6.01.


 


(a) Secretary’s Certificate, Etc. The
Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably
close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered
by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:


 


(i) resolutions
of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan
Document to be executed by such Person and the Transactions;


 


(ii) the incumbency
and signatures of those of its officers, managing member, general partner or equivalent authorized to act with respect to each
Loan Document to be executed by such Person; and


 


(iii) the full force and validity
of each Organic Document of such Person and copies thereof.


 


(b) Closing Date Certificate. The Administrative
Agent shall have received a certificate, dated as of the Closing Date and duly executed and delivered by a Responsible Officer
of the Borrower, which certificate shall be in the form attached hereto as Exhibit M, stating that (i) both immediately before
and after giving effect to the Borrowing of the Term Loan, (x) the representations and warranties set forth in each Loan Document
shall, in each case, be true and correct in all material respects (or, in the case of any such representation or warranty already
qualified by materiality, in all respects) and (y) no Default shall have then occurred and be continuing, or would result from
the making of the Term Loan being advanced on the Closing Date and (ii) all of the conditions set forth in Section 6.01 have been
satisfied or waived by the Administrative Agent.


 






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(c) Solvency,
Etc. The Administrative Agent shall have received a solvency certificate duly executed and delivered by the chief financial
or accounting Responsible Officer of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory
to the Administrative Agent.


 


(d) Financial Information, Etc. The Administrative
Agent shall have received:


 


(i) audited
consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2017; provided
that the Borrower’s filing of an Annual Report on Form 10-K with the SEC with respect thereto shall be deemed to satisfy
the requirements of this Section; and


 


(ii) unaudited
consolidated balance sheets of the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2017, together
with the related consolidated statement of operations for such fiscal quarter; provided that the Borrower’s filing
of a Quarterly Report on Form 10-Q with the SEC with respect to each such quarter shall be deemed to satisfy the requirements of
this Section.


 


(e) Compliance Certificate. The Administrative
Agent shall have received an initial Compliance Certificate, prepared on a pro forma basis as of the Closing Date demonstrating
compliance with the covenants set forth in Section 10, duly executed (and with all schedules thereto duly completed) and delivered
by a Responsible Officer of the Borrower.


 


(f) Opinions of Counsel. The Administrative
Agent shall have received one (1) or more opinions, dated the Closing Date and addressed to the Administrative Agent and the Lenders,
from Gracin & Marlow, LLP, independent legal counsel to the Borrower and the other Obligors, and Parsons Behle & Latimer,
Nevada legal counsel to the Borrower and the other Obligors, each in form and substance reasonably acceptable to the Administrative
Agent.


 


(g) Delivery of Notes. Each Lender that has
requested a Note shall have received a Note for its Term Loan, duly executed and delivered by a Responsible Officer of the Borrower.


 


(h) Security Documents.
The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed
and delivered by each Obligor, together with:


 


(i)
subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the
NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under
the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed
in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and
evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under
the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9
of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests;


 






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(ii) financing
statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties)
or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or
equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the
Lenders, pursuant to the Security Agreement;


 


(iii) UCC-1
(or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor
and its properties;


 


(iv) UCC-3
termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral
described in the Security Agreement previously granted by any Person; and


 


(v) all Short-Form
IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and
delivered by each Obligor that is required to do so under the Security Agreement.


 


(i) Material Adverse
Change. No Material Adverse Change shall have occurred since December 31, 2017.


 


(j) Fees and Expenses,
Etc. Each of the Administrative Agent and each Lender shall have received, for its own account, the fees, costs and expenses
due and payable to it on the Closing Date pursuant to Sections 3.04 and 14.03, including all reasonable closing costs and fees
and all unpaid reasonable expenses of the Administrative Agent and the Lenders incurred in connection with the Transactions (including
the Administrative Agent’s and the Lenders’ reasonable and documented legal fees and expenses).


 


(k) Collateral Questionnaire.
The Administrative Agent shall have received a fully completed Collateral Questionnaire, dated as of the Closing Date, duly executed
and delivered by a Responsible Officer of the Borrower.


 


(l) Warrant.
The Administrative Agent shall have received the executed Warrant, dated as of the Closing Date.


 


(m) Insurance.
The Administrative Agent shall have received certificates and endorsements of insurance evidencing the existence of all insurance
required to be maintained by the Obligors and their respective Subsidiaries pursuant to Section 8.05 and the designation of the
Administrative Agent as the Borrower’s loss payee or additional insured, as applicable.


 






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(n) Pay-Off
Letters. The Administrative Agent shall have received executed Pay-Off Letters terminating and cancelling the Pay-Off Indebtedness
in full, in form and substance reasonably acceptable to it.


 


(o) Due
Diligence. The Administrative Agent and the Lenders shall have received and be satisfied with all due diligence (including
without limitation historical financial statements, projections, technical, operational, legal, intellectual property, commercial
market forecasts, clinical and regulatory assessments, supply chain, securities, labor, Tax, litigation, environmental, reimbursement
and regulatory authority matters) in their sole discretion.


 


(p) Icagen-T
Loan Documents. The Administrative Agent shall have received executed copies of all Icagen-T Loan Documents.


 


(q) Bridge
Notes. The Administrative Agent shall have received executed amendments to each Bridge Note existing on the Closing Date, in
form and substance satisfactory to the Administrative Agent in order to subordinate all obligations thereunder to the Obligations,
subject to permitted payments under Section 9.07.


 


(r) Series
C Preferred Subordination Agreement. The Administrative Agent shall have received an executed copy of the Series C Preferred
Subordination Agreement.


 


Section
7. Representations and warranties.




 


The Borrower and each
other Obligor hereby jointly and severally represents and warrants to the Administrative Agent and each Lender that:


 


Section 7.01. Power
and Authority. Each Obligor (i) is duly organized and validly existing under the laws of its jurisdiction of organization,
(ii) has all requisite corporate or other organizational power, and has all Governmental Approvals necessary to own its assets
and carry on its business as now being, or as proposed to be conducted, except to the extent that failure to have the same would
not reasonably be expected to have a Material Adverse Effect, (iii) is qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify
(either individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect, and (iv) has full power,
authority and legal right to enter into and perform its obligations under each of the Loan Documents to which it is a party and,
in the case of the Borrower, to borrow the Term Loan hereunder.


 


Section 7.02.
Authorization; Enforceability. The Transactions are within each Obligor’s corporate or other organizational powers and
have been duly authorized by all necessary corporate or other organizational action and, if required, by all necessary equity
holder action on the part of such Obligor. This Agreement has been duly executed and delivered by each Obligor and constitutes,
and each of the other Loan Documents to which it is a party when executed and delivered by such Obligor will constitute, a legal,
valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability
may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the
enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 






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Section 7.03. Governmental
and Other Approvals; No Conflicts. None of the Transactions (i) requires any Governmental Approval of, registration or filing
with, or any other action by, any Governmental Authority or any other Person, except for (x) such as have been obtained or made
and are in full force and effect and (y) filings and recordings in respect of perfecting or recording the Liens created pursuant
to the Security Documents, (ii) will violate any applicable Law or any Organic Document of any Obligor or any of its Subsidiaries
or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect, (iii) will result in a default under (x) any Material Agreement or (y) any Contract
creating or evidencing any Material Indebtedness or (iv) will result in the creation or imposition of any Lien (other than Permitted
Liens) on any asset of any Obligor.


 


Section 7.04. Financial Statements; Material Adverse
Change.


 


(a) Financial Statements.
The Borrower has heretofore furnished to the Administrative Agent and the Lenders certain consolidated financial statements as
provided for in Section 6.01(d). Such financial statements, and all other financial statements delivered by the Borrower pursuant
hereto (whether prior to the Closing Date or otherwise), present fairly, in all material respects, the consolidated financial position
and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements of the type described
in Section 8.01(a) and (b). Neither the Borrower nor any of its Subsidiaries has any material contingent liabilities or unusual
forward or long-term commitments not disclosed in the aforementioned financial statements.


 


(b) No Material
Adverse Change. Since December 31, 2017, there has been no Material Adverse Change.


 


Section 7.05. Properties.


 


(a) Property Generally.
Each Obligor has good title to, or valid leasehold interests in, all its real and tangible personal property material to its business
subject only to Permitted Liens and except as would not reasonably be expected to materially interfere with its ability to conduct
its business as currently conducted or to utilize such properties for their intended purposes.


 


(b) Intellectual
Property.


 


(i) Schedule 7.05(b) lists all United States and foreign
registrations of and applications for Patents, Trademarks, Copyrights, Industrial Designs and Technical Information that are Obligor
Intellectual Property, including the applicable jurisdiction, registration or application number and date, as applicable thereto,
and a designation as to whether it is licensed or owned by Obligor.


 






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(ii) Obligors own or
possess all legal and beneficial rights, title and interest in and to Obligor Intellectual Property designated on Schedule 7.05(b)
as being owned by that Obligor and has the right to use the Obligor Intellectual Property licensed to that Obligor, in each case
with good and marketable title, free and clear of any Liens or Claims of any kind whatsoever other than Permitted Liens.


 


(iii) To Obligors’
knowledge, Obligors’ current use of its Material Intellectual Property does not violate any license or infringe any valid
and enforceable Intellectual Property right of another.


 


(iv) Other than with
respect to the Material Agreements, or as permitted by Section 9.09, the Obligors have not transferred ownership of Material Intellectual
Property, in whole or in part, to any Person who is not an Obligor.


 


(v) Other than as set
forth on Schedule 7.05(b) and to Obligors’ knowledge, Obligors have not received any written communications, nor is there
any pending or threatened action in writing, suit, proceeding or claim in writing by another, alleging that any of the Obligors
has violated, infringed, diluted or misappropriated or, by conducting its business as currently conducted or as proposed to be
conducted does or would violate, infringe, dilute or misappropriate any Intellectual Property of another, and to Obligors’
knowledge, there is no basis for such an allegation.


 


(vi) To the Obligors’
knowledge, there is no pending or threatened action in writing, suit, proceeding or claim in writing by another (a) challenging
Obligors’ rights in or to any Intellectual Property owned by, or licensed to, Obligors, and Obligors have no knowledge of
any facts which could form a reasonable basis for any such action, suit, proceeding or claim; or (b) challenging the validity,
enforceability or scope of any Intellectual Property owned by, or licensed to, Obligors, and Obligors have no knowledge of any
facts which could form a reasonable basis for any such action, suit, proceeding or claim.


 


(vii) Obligors have
taken reasonable precautions to protect the secrecy, confidentiality and value of the Obligor Intellectual Property, including
without limitation, by requiring that all relevant current and former employees, contractors and consultants of Obligors execute
written confidentiality agreements.


 


(viii) Obligors have
complied with the material terms of each Material Agreement pursuant to which Intellectual Property has been licensed to Obligors
(which material terms shall include, but not be limited to, pricing and duration of the agreement), and all such Material Agreements
are in full force and effect, and Obligors have no knowledge of any facts which could form a reasonable basis for any claims of
breach or default under such Material Agreements.


 






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(ix) Other than those
permitted by Section 9.09, or as set forth on Schedule 7.05(b), (a) there are no outstanding options, licenses, agreements, claims,
encumbrances or shared ownership interests of any kind relating to the Intellectual Property owned by, or licensed to, Obligors
and (b) nor are Obligors bound by, or a party to, any options, licenses or agreements of any kind with respect to any Intellectual
Property of another other than standard rights of customers and contract research organizations.


 


(x) Obligors have no
knowledge of any prior art that would reasonably be expected to render any claim of any United States Patent within the Material
Intellectual Property invalid that has not been disclosed to the United States Patent and Trademark Office.


 


(xi) All maintenance
fees, annuities, and the like due or payable on the Patents have been timely paid or the failure to so pay was the result of an
intentional decision by the applicable Obligor, which would not reasonably be expected to result in a Material Adverse Change.


 


(xii) To Obligors’
knowledge, there are no material defects in any of the Patents that constitute the Material Intellectual Property and no such Patents
have ever been finally adjudicated to be invalid, unpatentable or unenforceable for any reason in any administrative, arbitration,
judicial or other proceeding.


 


(xiii) Obligors have
not received any notice asserting that the Patents constituting Material Intellectual Property are invalid, unpatentable or unenforceable
and, to Obligors’ knowledge, neither they nor any current or prior owner of such Patents or their respective agents or representatives,
have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate or render unpatentable
or unenforceable any such Patent.


 


(xiv) To Obligors’
knowledge, other than as set forth in Schedule 7.05(b), Obligors are not obligated to make any payment by way of royalties, fees
or otherwise to any owner or licensee of, or other claimant to, any Obligor Intellectual Property, with respect to the use thereof
or in connection with the conduct of its business or otherwise.


 


(xv) To Obligors’
knowledge, no employee of Obligors is or has been in violation of any term of any employment contract, patent disclosure agreement,
invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive
covenant to or with a former employer where the basis of such violation relates to such employee’s employment with Obligors.


 


(xvi) Each employee
and each consultant retained to generate intellectual property for any Obligor has waived all moral rights and assigned to Obligors
all intellectual property rights he or she owns that are related to Obligors’ business as now conducted and as presently
proposed to be conducted.


 






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Section 7.06. No Actions or Proceedings.


 


(a) Litigation.
There is no litigation, investigation or proceeding pending or, to the Borrower’s knowledge, threatened in writing with respect
to any Obligor or any of its Subsidiaries by or before any Governmental Authority or arbitrator that (i) either individually or
in the aggregate would reasonably be expected to have a Material Adverse Effect, except as specified in Schedule 7.06(a), or (ii)
involves this Agreement, any other Loan Document or the Transactions.


 


(b) Environmental
Matters. The operations and property of such Obligor and each of its Subsidiaries comply with all applicable Environmental
Laws, except to the extent the failure to so comply (either individually or in the aggregate) would not reasonably be expected
to have a Material Adverse Effect. There have been no conditions, occurrences or release of Hazardous Materials which would reasonably
be expected to form the basis of any environmental liability claim under applicable Environmental Laws with respect to Borrower’s
and its Subsidiaries’ businesses, operations or properties.


 


(c) Labor Matters.
There are no labor disputes against the Borrower or any Subsidiary or, to the Borrower’s knowledge, threatened in writing
against the Borrower or any Subsidiary, and no unfair labor practice complaint is pending against the Borrower or any Subsidiary
or, to the knowledge of the Borrower, threatened in writing against any of them before any Governmental Authority, in each case
which would reasonably be expected to result in a Material Adverse Effect. There is no material strike or work stoppage in existence
or threatened in writing against the Borrower or any Subsidiary. Except as set forth on Schedule 7.06(c), the Borrower is not party
to any collective bargaining agreements or contracts, no union representation exists at any facilities of the Borrower or any of
its Subsidiaries and, to the knowledge of the Borrower, no union organizing activities with respect to its business are taking
place.


 


Section 7.07. Compliance
with Laws and Agreements. Each of the Obligors is in compliance with all Laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
To the extent applicable, Obligors and their Subsidiaries are in compliance with 21 CFR §§ 210-211 and 21 CFR §§
600-610.


 


Section 7.08. Taxes.
Each of the Obligors has timely filed or caused to be filed all income and other material tax returns and reports required to have
been filed and has paid or caused to be paid all material Taxes, fees, assessments and governmental charges or levies required
to have been paid by it, except Taxes, fees, assessments and governmental charges or levies that are being contested in good faith
by appropriate proceedings and for which such Obligor has set aside on its books adequate reserves with respect thereto in accordance
with GAAP.


 






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Section 7.09.
Full Disclosure. None of the reports, financial statements, certificates or other information furnished by or on behalf of
the Obligors to any Lender in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder
or thereunder (as modified or supplemented by other information so furnished) contains any misstatement of material fact or omits
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood by the
Administrative Agent and the Lenders that such projected financial information is not to be viewed as fact, and that no assurances
can be given that any particular projections will be realized and that actual results during the period or periods covered by
any such projections may differ from the projected results and such differences may be material).


 


Section 7.10. Investment Company and Margin Stock
Regulation.


 


(a) Investment Company
Act. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


(b) Margin Stock.
Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part
of the proceeds of the Term Loan will be used to buy or carry any Margin Stock in violation of Regulation T, U or X.


 


Section 7.11. Solvency.
The Borrower and its Subsidiaries, on a consolidated basis, are and, immediately after giving effect to the Borrowing and the use
of proceeds thereof, will be Solvent.


 


Section 7.12 Equity
Holders; Subsidiaries; Equity Investments. (a) Set forth on Schedule 7.12(a) is a complete and correct list of all holders
of the Equity Interests of Borrower, setting forth the name of each such holder, the series or class of Equity Interest of Borrower
held by such holder and the fully diluted percentage ownership of Borrower held beneficially by such holder. Borrower is not in
material breach of any Material Agreement between the Borrower and any of the holders of Equity Interests of the Borrower, and
the Borrower has fulfilled all of its material obligations under any such Material Agreements. The Borrower has received all consents
of the holders of the Equity Interests of the Borrower necessary for the Transactions, including any such consent pursuant to any
right of first refusal, right of first offer, tag-along right, co-sale right or similar rights, and, as of the date hereof, all
of the holders of Equity Interests of the Borrower with any such rights have declined to exercise such rights in connection with
the Transactions.


 


(b) Set forth on Schedule 7.12(b) is a complete and
correct list of all Subsidiaries of the Borrower. Each such Subsidiary is duly organized and validly existing under the jurisdiction
of its organization shown in said Schedule 7.12(b), and the percentage ownership by the Borrower or other entity of each such
Subsidiary is as shown in said Schedule 7.12(b).


 


(c) Set forth
on Schedule 7.12(c) is a complete and correct list of all other Equity Interests held by each Obligor in any Person that is not
a direct or indirect Subsidiary of the Borrower. Such Schedule 7.12(c) also sets forth in reasonable detail, the type of Equity
Interest held by each such Obligor in such Person and the fully-diluted percentage ownership held beneficially by such Obligor
in such Person.


 






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Section 7.13. Indebtedness
and Liens. Set forth on Schedule 7.13(a) is a complete and correct list of all Indebtedness of the Borrower and each other
Obligor outstanding as of the date hereof that will remain outstanding immediately after the making of the Term Loan and the application
of the proceeds therefrom on the Closing Date. Set forth on Schedule 7.13(b) is a complete and correct list of all Indebtedness
outstanding on the date hereof that will be repaid and satisfied in full on the Closing Date with proceeds of the Term Loan made
on such date. Schedule 7.13(c) is a complete and correct list of all Liens granted by the Borrower and other Obligors with respect
to their respective property which are outstanding as of the Closing Date after giving effect to the Transactions (other than the
Liens granted pursuant to the Loan Documents).


 


Section 7.14. Material
Agreements. Set forth on Schedule 7.14 is a complete and correct list of the Material Agreements that will remain outstanding
as of the Closing Date after giving effect to the Transactions. No Obligor is in material default under any Material Agreement
and the Borrower has no knowledge of any material default by any counterparty to any such Material Agreement or Contract. Except
as otherwise disclosed on Schedule 7.14, all Material Agreements that include a grant of rights under any Material Intellectual
Property to an Obligor are in full force and effect without material modification from the form in which the same were disclosed
to the Administrative Agent.


 


Section 7.15. Restrictive
Agreements. Except as set forth in Schedule 7.15, no Obligor is subject to any Restrictive Agreement as of the Closing Date
after giving effect to the Transactions, except those permitted under Section 9.11.


 


Section 7.16. Real
Property. Except as set forth in Schedule 7.16, no Obligor owns or leases (as tenant thereof) any real property.


 


Section 7.17. Pension
Matters. Schedule 7.17 sets forth a complete and correct list of, and that separately identifies, (i) all Title IV Plans and
(ii) all Multiemployer Plans. Except for those that would not reasonably be expected to, in the aggregate, have a Material Adverse
Effect or result under ERISA or Code Section 430(k) in a Lien under on the assets or property of any Obligor or any of its Subsidiaries,
no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding or
is reasonably expected to occur.


 


Section 7.18. Collateral;
Security Interest. Each Security Document is effective to create in favor of the Administrative Agent (for the benefit of the
Secured Parties) a legal, valid and enforceable security interest, as security for the Obligations, in the Collateral subject to
such Security Document and each such security interest is perfected on a first-priority basis (subject only to Permitted Priority
Liens).


 


Section 7.19. Regulatory
Approvals. (a) Each Obligor and each of its Subsidiaries holds either directly or through licensees and agents, all Regulatory
Approvals, licenses, permits and similar governmental authorizations of a Governmental Authority necessary or required for each
Obligor and its Subsidiaries to conduct their operations and business substantially in the manner currently conducted.


 






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(b) Set
forth on Schedule 7.19(b) is a complete and accurate list as of the date hereof of all Regulatory Approvals relating to the Obligors
and the conduct of their business. All such Regulatory Approvals are (i) legally and beneficially owned exclusively by the Obligors,
free and clear of all Liens other than Permitted Liens, (ii) validly registered and on file with the applicable Governmental Authority,
in material compliance with all registration, filing and maintenance requirements (including any fee requirements) thereof, and
(iii) in good standing, valid and enforceable with the applicable Governmental Authority in all material respects.


 


(c) (i)
All material regulatory filings required by any Regulatory Authority have been made, and all such filings are complete and correct
in all material respects and have complied in all material respects with all applicable laws and regulations and (ii) each Obligor
has disclosed to the Administrative Agent all such material regulatory filings and all material communications between representatives
of each Obligor and any Regulatory Authority.


 


(d) Each
Obligor and each of its agents are in compliance in all material respects with all applicable Laws (including all Regulatory Approvals)
of all applicable Governmental Authorities, including the FDA and all other Regulatory Authorities. Each Obligor has and maintains
in full force and effect all the necessary and requisite Regulatory Approvals. Each Obligor is in compliance in all material respects
with all applicable registration and listing requirements set forth in the FD&C Act or equivalent regulation of each other
Governmental Authority having jurisdiction over such Person. Each Obligor adheres in all material respects to all applicable regulations
of all Regulatory Authorities.


 


(e) Except
as set forth on Schedule 7.19(e), no Obligor has received from any Regulatory Authority any notice of adverse findings, including
any FDA Form 483 inspectional observations, notices of violations, Warning Letters, criminal proceeding notices under Section 305
of the FD&C Act, or any other similar communication from any Regulatory Authority.


 


(f) Neither
any Obligor nor any officer, employee or agent thereof, has made an untrue statement of a material fact or fraudulent statements
to the FDA or any other Regulatory Authority, failed to disclose a material fact required to be disclosed to the FDA or any other
Regulatory Authority, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was
made (or was not made), would reasonably be expected to provide a basis for the FDA or any other Regulatory Authority to invoke
its policy respecting Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities, set forth in 56 Fed. Reg. 46191
(September 10, 1991) or any similar policy.


 


(g) The
clinical, preclinical, safety and other studies and tests conducted by or on behalf of or sponsored by each Obligor (if any) were
(and if still pending, are) being conducted materially in accordance with standard medical and scientific research procedures.
Each Obligor has operated within, and currently is in compliance in all material respects with, all applicable laws, and Regulatory
Approvals, as well as the rules and regulations of the FDA and each other Regulatory Authority.


 


(h) No
Obligor is in the business of Product Commercialization and Development Activities, as well as any clinical or preclinical trials
with respect thereto.


 






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Section 7.20. Transactions
with Affiliates. Except as set forth on Schedule 7.20, no Obligor nor any of its Subsidiaries has entered into, renewed, extended
or been a party to, any transaction (including the purchase, sale, lease, transfer or exchange of property or assets of any kind
or the rendering of services of any kind) with any Affiliate during the three-year period prior to the Closing Date.


 


Section 7.21. OFAC.
Except as set forth on Schedule 7.21, no Obligor nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any of their
respective directors, officers, or employees nor, to the knowledge of the Borrower, any agents or other Persons acting on behalf
of any of the foregoing (i) is currently the target of any Sanctions, (ii) is located, organized or residing in any Designated
Jurisdiction, (iii) is or has been engaged in any transaction with, or for the benefit of, any Person who is now or was then the
target of Sanctions or who is located, organized or residing in any Designated Jurisdiction or (iv) is or has ever been in violation
in any material respect of or subject to an investigation relating to Sanctions. No Term Loan, nor the proceeds from the Term Loan,
has been or will be used, directly or indirectly, to lend, contribute or provide to, or has been or will be otherwise made available
to fund, any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person, to the Borrower’s
knowledge, located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other
manner that will result in any violation in any material respect by the Borrower or any of its Subsidiaries of Sanctions.


 


Section 7.22. Anti-Corruption.
No Obligor nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any of their respective directors, officers or employees
nor, to the knowledge of the Borrower, any agents or other Persons acting on behalf of any of the foregoing, directly or indirectly,
has (i) violated or is in violation, in any material respect, of any applicable anti-corruption Law, or (ii) made, offered to make,
promised to make or authorized the payment or giving of, directly or indirectly, any Prohibited Payment. To the Borrower’s
knowledge, no Obligor has been subject to any investigation by any Governmental Authority with regard to any actual or alleged
Prohibited Payment.


 


Section 7.23. Deposit
and Disbursement Accounts. Schedule 7.23 contains a list of all banks and other financial institutions at which any Obligor
or any of its Subsidiaries maintains Deposit Accounts, Securities Accounts and Commodity Accounts, and Schedule 7.23 sets forth
the name, address and telephone number of each such bank or financial institution, the name in which such account is held, the
type of such account and the complete account number therefor.


 


Section 7.24. Royalty
and Other Payments. Except as set forth on Schedule 7.24, no Obligor, nor any of its Subsidiaries, is obligated to pay any
royalty, milestone payment, deferred payment or any other contingent payment.


 






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Section 8. Affirmative
Covenants.


 


Each Obligor covenants
and agrees with the Lenders that, until the Commitments have expired or been terminated and all Obligations (other than Warrant
Obligations and contingent obligations as to which no claims have been asserted) have been indefeasibly paid in full in cash provided,
however, that the covenants set forth in Sections 8.21 and 8.22 shall terminate upon payment in full of the unpaid principal
amount owed under the First Amendment Term Loan and the Second Amendment Term Loan and all accrued and unpaid PIK Interest on
the First Amendment Term Loan and the Second Amendment Term Loan:



 


Section 8.01. Financial
Statements and Other Information. The Borrower will furnish to the Administrative Agent:


 


(a) as soon
as available and in any event within 30 days after the end of each month (including the last month of each fiscal quarter), a consolidated balance sheet for the Borrower and its Subsidiaries as
of the end of such month, and the related consolidated statements of income and cash flows for such month and the portion of the
fiscal year through the end of such month, all in reasonable detail and setting forth in comparative form the figures for the corresponding
period in the preceding fiscal year, together with a certificate of a Responsible Officer of the Borrower stating that such financial
statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date
and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in
accordance with GAAP, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes;


 


(b) as soon
as available and in any event within five (5) Business Days following the date on which the Borrower files or is required to file
a Quarterly Report on Form 10-Q with the SEC, a consolidated balance sheet for the Borrower and its Subsidiaries as of the end
of such quarter, and the related consolidated statements of income and cash flows for such quarter and the portion of the fiscal
year through the end of such quarter, all in reasonable detail and setting forth in comparative form the figures for the corresponding
period in the preceding fiscal year, together with a certificate of a Responsible Officer of the Borrower stating that such financial
statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at such date
and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in
accordance with GAAP, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes;
provided that, so long as the Borrower is subject to the public reporting requirements of the Exchange Act, the Borrower’s
filing of a Quarterly Report on Form 10-Q with the SEC shall be deemed to satisfy the requirements of this Section 8.01(b) on the
date on which such report is first available via the SEC’s EDGAR system or a successor system related thereto;


 


(c) as soon
as available and in any event within five (5) Business Days following the date on which the Borrower files or is required to file
its Annual Report on Form 10-K with the SEC, a consolidated balance sheet for the Borrower and its Subsidiaries as of the end
of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal
year, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by
a report and opinion thereon of RBSM LLP or another firm of independent certified public accountants of recognized national standing
reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with GAAP and which
shall not be subject to any Impermissible Qualification; provided that, the financial statements for the fiscal years ending
2018 and 2019 may be subject to an Impermissible Qualification; provided further that, so long as the Borrower is subject
to the public reporting requirements of the Exchange Act, the Borrower’s filing of an Annual Report on Form 10-K with the
SEC shall be deemed to satisfy the requirements of this Section 8.01(c) on the date on which such report is first available via
the SEC’s EDGAR system or a successor system related thereto;


 






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(d) together
with the financial statements required pursuant to Sections 8.01(a) (b) and (c), a compliance certificate signed by a Responsible
Officer of the Borrower as of the end of the applicable accounting period substantially in the form of Exhibit E (a “Compliance
Certificate”), including details of any issues raised by the Borrower’s auditors that would be reasonably likely
to result in a Material Adverse Effect and the creation or other acquisition of any Intellectual Property by any Obligor or any
of its Subsidiaries after the date hereof and during such prior fiscal quarter for which such Compliance Certificate is delivered,
which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the
U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority;


 


(e) within
three (3) Business Days after the end of each fiscal month, a certificate signed by a Responsible Officer of the Borrower as of
the end of such fiscal month demonstrating compliance with Section 10.01 hereof;


 


(f) as
soon as available and in any event no later than forty-five (45) days following the end of any fiscal year of the Borrower, copies
of an annual budget (or equivalent) for the Borrower and its Subsidiaries, approved by the Borrower’s Board for the next
succeeding fiscal year, in form reasonably satisfactory to the Administrative Agent, accompanied by a certificate of the chief
financial officer of the Borrower certifying that (i) such budget was prepared by the Borrower in good faith, (ii) the Borrower
had at the time of preparation of the budget, and at all times thereafter (including on and as of the date of delivery to the Administrative
Agent of such budget) has continued to have, a reasonable basis for all of the assumptions contained in such budget and (iii) such
budget was prepared in accordance with, and based upon, such assumptions;


 


(g) promptly,
and in any event within five (5) Business Days after receipt thereof by any Obligor, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation
or other inquiry by such agency regarding financial or other operational results of such Obligor (but in any case excluding any
routine comments and letters from the SEC relating to such Obligor’s filings with the SEC or information that would violate
confidentiality obligations to a Governmental Authority);


 


(h) information
regarding insurance maintained by the Borrower and its Subsidiaries as required under Section 8.05;


 






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(i) within
five (5) days after delivery thereof, copies of all statements, reports and notices made available to Borrower’s Board or
holders of Borrower’s Equity Interests; provided that any such material may be redacted by the Borrower to (i) exclude
information relating to the Lenders (including the Borrower’s strategy regarding the Term Loan), (ii) prevent the disclosure
of trade secrets and (iii) protect and preserve attorney-client privilege;


 


(j) as
soon as possible and in any event within five (5) Business Days after the Borrower obtains knowledge of any Claim related to any
Obligor that that involves more than $500,000, written notice thereof from a Responsible Officer of the Borrower which notice shall
include any statement setting forth details of such Claim; and


 


(k) such
other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including
with respect to the Collateral) as the Administrative Agent may from time to time reasonably request;


 


provided, notwithstanding the foregoing,
Borrower covenants and agrees that neither Borrower, nor any other Person acting on its behalf, will provide, or be obligated to
provide, any Lender or its representatives with any information that Borrower believes constitutes material non-public information,
unless prior thereto such Lender shall have confirmed to Borrower in writing that it consents to receive such information. Borrower
understands and confirms that each Lender shall be relying on the foregoing covenant in effecting transactions in securities of
Borrower.


 


Section 8.02. Notices
of Material Events. Borrower will furnish to the Administrative Agent written (or, in the case of Section 8.02(n), written
or telephonic) notice of the following promptly (but in any event, except as otherwise set forth in 8.02(o), within five (5) Business
Days) after a Responsible Officer obtains knowledge of the existence thereof (or as otherwise provided below); provided that
the Borrower’s disclosure of such event in a press release and/or through a filing with the SEC in a Quarterly Report on
Form 10-Q, an Annual Report on Form 10-K or a Current Report on Form 8-K shall be deemed to satisfy the requirements of this Section
8.02:


 


(a) the occurrence of any Default
or Event of Default;


 


(b) the
occurrence of any event with respect to any Obligor’s property or assets resulting in a Loss aggregating in excess of $250,000;


 


(c) (i)
any proposed Acquisition by any Obligor that would reasonably be expected to result in environmental liability under Environmental
Laws in excess of $250,000, (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material
required to be reported to any Governmental Authority under applicable Environmental Laws that would reasonably be expected to
result in a liability in excess of $250,000 and (iii) all Claims, notices of violation, hearings, investigations or proceedings
pending or, to the Borrower’s knowledge, threatened in writing against or directly affecting any Obligor or any of its Subsidiaries
or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating
to Environmental Laws or Hazardous Material, in each case that would reasonably be expected to result in a liability in excess
of $250,000;


 






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(d) the
assertion in writing by any Person against, or with respect to the activities of, any Obligor of any alleged violation of or non-compliance
with any Environmental Laws or any permits, licenses or authorizations required pursuant to any Environmental Law which would reasonably
be expected to result in liability to such Obligor in excess of $250,000;


 


(e) the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or directly
affecting any Obligor or any of its Subsidiaries that, if adversely determined, would reasonably be expected to result in a Material
Adverse Effect;


 


(f) (i)
on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice
and (ii) promptly, and in any event within ten (10) days, after any Responsible Officer of any ERISA Affiliate knows or has reason
to know that an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing
such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with (if applicable) a
copy of any notice filed with the PBGC or the IRS pertaining thereto;


 


(g) (i)
the termination of any Material Agreement other than on its scheduled termination date; (ii) the receipt by any Obligor of any
notice under any Material Agreement (and a copy thereof); (iii) the entering into of any new Material Agreement by an Obligor (and
a copy thereof); or (iv) any material amendment to a Material Agreement (and a copy thereof);


 


(h) the
reports and notices as required by the Security Documents;


 


(i) any
material change in accounting policies or financial reporting practices by the Obligors;


 


(j) any
labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor
disruption against or involving an Obligor or any of its Subsidiaries;


 


(k) any
licensing agreement or similar arrangement entered into by any Obligor or any of its Subsidiaries in connection with any material
infringement or alleged material infringement of the Intellectual Property of another Person;


 


(l) any
change to any Obligor’s or any of its Subsidiaries’ ownership or maintenance of Deposit Accounts, Securities Accounts
and Commodity Accounts (other than Excluded Accounts), by delivering to the Administrative Agent a supplement to the Schedules
to this Agreement and the Security Agreement, as applicable, setting forth a complete and correct list of all such accounts as
of the date of such change;


 




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(m) (i) any safety alerts, marketing suspensions, removals or similar actions conducted,
to be undertaken, or issued by, any Obligor or any of its Subsidiaries or (ii) any material safety alerts, marketing suspensions,
removals or similar actions conducted, to be undertaken, or issued by, any Obligor’s and any of its Subsidiaries’ agents,
suppliers, licensors or licensees, as the case may be, in each case of (i) and (ii) above, whether voluntary or at the request,
demand or order of any Regulatory Authority or otherwise;


 


(n) any
Claim by any Person that any Obligor or any of its Subsidiaries has infringed upon any Intellectual Property of such Person, in
each case to the extent such Claim would reasonably be expected to cause a Material Adverse Effect;


 


(o) with
respect to any “Grantor” under the Security Agreement, if such Grantor intends to (i) change its location (as defined
in Section 9-307 of the UCC), or (ii) change its name from the name shown as its current legal name on Schedule 1 to the Security
Agreement, the Borrower shall provide five (5) days’ prior written notice to the Administrative Agent (or such shorter period
as may be acceptable to Administrative Agent in its reasonable discretion);


 


(p) the
occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in
Sections 7.07, 7.18 or 7.19 to be incorrect in any material respect if such representation or warranty was to be made at the time
the Borrower learned of such event, circumstance, act or omission; provided that in the event notice is required hereunder
with respect to Section 7.19(h), Borrower hereby agrees that it will take all such actions that the Administrative Agent may reasonably
request to amend the Loan Document to reflect such change; and


 


(q) any
other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section
8.02 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth in reasonable detail the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section
8.02 is intended to waive, consent to, or otherwise permit any action or omission that is otherwise prohibited by this Agreement
or any other Loan Document.


 


Section 8.03. Existence;
Conduct of Business. Such Obligor will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and all Governmental Approvals material to the conduct
of its business; provided that the foregoing shall not prohibit any transaction permitted under Section 9.03.


 


Section 8.04.
Payment of Obligations. Such Obligor will, and will cause each of its Subsidiaries to, pay and discharge its obligations,
including (i) all material Taxes, fees, assessments and governmental charges or levies imposed upon it or upon its properties
or assets prior to the date on which penalties attach thereto, and all material lawful Claims for labor, materials and
supplies which, if unpaid, would become a Lien (other than a Permitted Lien) upon any
properties or assets of such Obligor any of its Subsidiaries, except to the extent such Taxes, fees, assessments or
governmental charges or levies are Permitted Liens and (ii) all other lawful Claims which, if unpaid, would by Law become a
Lien (other than a Permitted Lien) upon any material properties or assets of such Obligor or any of its Subsidiaries, except
to the extent any of the foregoing are being contested in good faith by appropriate proceedings and are adequately reserved
against in accordance with GAAP.


 






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Section 8.05. Insurance.
At its own cost and expense, each Obligor will, and will cause each of its Subsidiaries, to obtain and maintain insurance of the
kinds, and in the amounts, set forth below, it being understood and agreed that the insurance held by the Obligors on the Closing
Date is deemed to fulfill this requirement on the date hereof:


 


(a) All
Risks of Physical Loss Insurance. Insurance against loss, destruction or damage to its properties and assets (including the
Collateral) as determined in its good faith business judgment to be customary for companies similar to the Borrower.


 


(b) Commercial
General Liability Insurance. Commercial general liability insurance covering bodily injury, death, property damage,
products liability in such amounts as are generally required by institutional lenders for businesses and assets comparable to
the business and assets of the Borrower.


 


(c) Workers
Compensation Insurance. Workers’ compensation insurance with respect to any work performed on or about the property or
assets of the Borrower.


 


(d) General
Requirements. All of the insurance policies of the Obligors required pursuant to this Section 8.05 will (i) be issued by financially
sound and reputable insurers, and (ii) from and after the Closing Date (or such later date as agreed to by the Administrative Agent
in its reasonable discretion), (x) name the Administrative Agent as a “loss payee,” “additional insured”
or “mortgagee,” as applicable, and (y) provide for thirty (30) days’ prior written notice (ten (10) days’
prior written notice from the Borrower for nonpayment of premium) to the Administrative Agent before such policy is canceled or
terminated. In the event the Obligors fail to maintain the insurance required pursuant to this Section 8.05, then the Administrative
Agent may obtain insurance necessary to comply with this Section 8.05 with respect to such Obligors, in each case at the expense
of the Borrower (payable on demand). The amount of any such expenses shall accrue interest at the Default Rate if not paid on demand,
and shall constitute “Obligations.” All of the insurance policies required hereby will be evidenced by one or more
certificates of insurance, together with appropriate loss payee or additional insured clauses or endorsements in favor of the Administrative
Agent as required by this Section, delivered to the Administrative Agent at such times as the Administrative Agent may reasonably
request from time to time. Unless an Event of Default has occurred and is continuing, the Administrative Agent agrees to turn over
to the Borrower any proceeds from insurance received by the Administrative Agent within fifteen (15) Business Days following its
receipt of a notice by the Borrower of the Borrower’s intention to reinvest such proceeds as set forth in Section 3.03(b).


 






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Section 8.06.
Books and Records; Inspection Rights. Such Obligor will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all dealings and
transactions. Such Obligor will, and will cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent, upon at least three (3) Business Days’ prior written notice and during normal business hours, to
visit and inspect its properties, to examine and make extracts from its books and records (excluding records subject to
attorney-client privilege, subject to confidentiality agreements with third parties that preclude disclosure to the
Administrative Agent (acting in such capacity) or subject to confidentiality restrictions pursuant to Law (including HIPAA)),
and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable
times (but not more often than twice per year unless an Event of Default has occurred and is continuing) as the
Administrative Agent may request. The Borrower shall pay all reasonable and documented costs and expenses of all such
inspections.


 


Section 8.07. Compliance
with Laws and Other Obligations. Such Obligor will, and will cause each of its Subsidiaries to, (i) comply in all material
respects with all applicable Laws (including Environmental Laws) and (ii) comply in all material respects with all terms of outstanding
Indebtedness and all Material Agreements, except where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


Section 8.08. Maintenance
of Properties, Etc. Such Obligor shall, and shall cause each of its Subsidiaries to, maintain and preserve all of its real
and tangible personal property necessary in the conduct of its business in good working order and condition in accordance with
the general practice of other Persons of similar character and size, ordinary wear and tear and damage from casualty or condemnation
excepted.


 


Section 8.09. Maintenance
of Regulatory Approvals and Material Intellectual Property. (a) Such Obligor shall, and shall cause each of its Subsidiaries
to, maintain, in full force and effect in all material respects, each Regulatory Approval required to conduct their respective
businesses as presently conducted; provided that such Obligor or such Subsidiary shall not be required to preserve any such
Regulatory Approval if such Obligor or such Subsidiary shall determine in its reasonable good faith judgment that the preservation
thereof is no longer necessary in the conduct of its business.


 


(b) Such Obligor shall, and shall cause each of
its Subsidiaries to, use commercially reasonable efforts to (i) protect and preserve all Material Intellectual Property
necessary in the conduct of its business and (ii) enforce or defend the Material Intellectual Property against infringement,
misappropriation, violation or interference by any other Persons; provided that nothing in this Section 8.09(b) shall
prohibit or prevent such Obligor or any Subsidiary from discontinuing the protection, preservation or maintenance of, or
failing to enforce and defend, any of its Intellectual Property if, in the reasonable good faith judgment of such Obligor or
such Subsidiary, such Intellectual Property is no longer necessary and material to the conduct of its business.


 


Section 8.10.
Action Under Environmental Laws. Such Obligor shall, and shall cause each of its Subsidiaries to, upon the Borrower
obtaining knowledge of the release of any Hazardous Materials or the existence of any environmental liability under
applicable Environmental Laws with respect to their respective businesses, operations or
properties, take all actions, at their cost and expense, as shall be necessary or advisable to investigate and clean up the
condition of their respective businesses, operations or properties, including all required removal, containment and remedial
actions, and restore their respective businesses, operations or properties to a condition in each case in compliance with
applicable Environmental Laws, except to the extent the failure to take such action would not reasonably be likely to result
in a Material Adverse Effect.


 






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Section 8.11. Use
of Proceeds. The proceeds of the Term Loan will be used only as provided in Section 2.03. Without limiting the foregoing, no
part of the proceeds of the Term Loan will be used, whether directly or indirectly, for any purpose that entails a violation of
any of the Regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X.


 


Section 8.12. Certain Obligations Respecting Subsidiaries;
Further Assurances.


 


(a) Subsidiary Guarantors. Such Obligor
will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary
to ensure that all Subsidiaries are “Subsidiary Guarantors” hereunder, provided, that neither Icagen-T nor
any of its Subsidiaries shall be required to become a “Subsidiary Guarantor” hereunder until such time as it no
longer prohibited from doing so under the Icagen-T MSA. Without limiting the generality of the foregoing, in the event that
Borrower or any of its Subsidiaries (other than any Subsidiary owned by Icagen-T, until such time as it is no longer
prohibited from doing so under the Icagen-T MSA) shall form or acquire any new Subsidiary, it and its Subsidiaries shall
concurrently:


 


(i) cause
such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement,
pursuant to a Guarantee Assumption Agreement;


 


(ii) take
such action or cause such Subsidiary to take such action (including joining the Security Agreement, delivering such shares of stock
together with undated transfer powers executed in blank and entering into the applicable Short-Form IP Security Agreements) as
shall be necessary to create and perfect valid and enforceable first priority Liens (subject to Permitted Liens) on substantially
all of the personal property of such new Subsidiary (other than Excluded Accounts) as collateral security for the obligations of
such new Subsidiary hereunder;


 


(iii) cause
the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Administrative Agent for the benefit of
the Secured Parties in respect of all outstanding issued shares of such Subsidiary; and


 


(iv) deliver
such proof of corporate or other organizational action, incumbency of officers, opinions of counsel and other documents as is consistent
with those delivered by each Obligor pursuant to Section 6.01, or as the Administrative Agent shall have reasonably requested.


 






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(b) Further Assurances. Subject to the
limitations set forth herein and in the other Loan Documents, such Obligor will, and will cause
each of its Subsidiaries (other than Icagen-T and its Subsidiaries, until such actions are no longer prohibited by the
Icagen-T MSA) to, take such action from time to time as shall reasonably be requested by the Administrative Agent to
effectuate the purposes and objectives of this Agreement.


 


Without limiting the generality of the
foregoing, each Obligor will, and will cause each Person that is required to be a Subsidiary Guarantor to, take such action from
time to time (including executing and delivering such assignments, security agreements, control agreements and other instruments)
as shall be reasonably requested by the Administrative Agent to create, in favor of the Lenders, perfected security interests and
Liens in substantially all of the personal property of such Obligor as collateral security for the Obligations; provided that
any such security interest or Lien shall be subject to the relevant requirements of the Security Documents.


 


Section 8.13. Termination
of Non-Permitted Liens. In the event that the Borrower obtains knowledge of or receives notification from the Administrative
Agent of the existence of any outstanding Lien against any property of such Obligor or any of its Subsidiaries, which Lien is not
a Permitted Lien, such Obligor shall promptly terminate or cause the termination of such Lien.


 


Section 8.14. Intellectual
Property. In the event that any Obligor acquires Obligor Intellectual Property during the term of this Agreement, then the
provisions of this Agreement shall automatically apply thereto and any such Obligor Intellectual Property shall automatically constitute
part of the Collateral under the Security Documents, without further action by any party, in each case from and after the date
of such acquisition (except that any representations or warranties of any Obligor shall apply to any such Obligor Intellectual
Property only from and after the date, if any, subsequent to such acquisition that such representations and warranties are brought
down).


 


Section 8.15. ERISA
Compliance. Such Obligor shall comply, and to the extent applicable, shall cause each of its Subsidiaries to comply, in all
material respects with the provisions of ERISA with respect to any Title IV Plans and Multiemployer Plans to which such Obligor
or any such Subsidiary is a party as employer.


 


Section 8.16. Cash Management.


 


(a) Subject
to Section 8.17, on and after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion),
each Obligor shall maintain all Deposit Accounts, Securities Accounts, Commodity Accounts and lockboxes (other than Excluded Accounts)
with a bank or financial institution that has executed and delivered to the Administrative Agent an account control agreement,
in form and substance reasonably acceptable to the Administrative Agent (each such Deposit Account, Securities Account, Commodity
Account and lockbox, a “Controlled Account”); and


 


(b) the
Obligors shall deposit promptly, and in any event no later than five (5) Business Days after the date of receipt thereof, all
cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all
accounts and other rights and interests into a Deposit Account of an Obligor (which Deposit
Account shall, on and after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable
discretion), be a Controlled Account).


 






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Section 8.17. Post-Closing
Obligations. Within the time periods specified on Schedule 8.17 (as each may be extended by the Administrative Agent in its
reasonable discretion), complete such undertakings as are set forth on Schedule 8.17.


 


Section 8.18. Milestone.
(a) On or before March 31, 2019, enter into a collaboration agreement with a pharmaceutical or biotechnology company that results
in aggregate upfront fees in excess of $5,000,000, and (b) on or after the Second Amendment Date, but on or before March 31, 2020,
enter into a collaboration agreement with a pharmaceutical or biotechnology company that results in aggregate cash upfront fees
equal to or in excess of $5,000,000.


 


Section 8.19. Icagen-T
Lien. Within thirty (30) days after the earlier of (i) the date the Icagen-T MSA no longer prohibits Icagen-T and its Subsidiaries
from being a Subsidiary Guarantor and (ii) the date the Icagen-T MSA is terminated, Borrower shall (x) deliver all certificates
representing 100% of Icagen-T’s Equity Interests to the Administrative Agent, accompanied by undated instruments of transfer
duly executed in blank, and (y) take all such actions required (including, without limitation, all such actions described in Section
8.12) to cause Icagen-T and its Subsidiaries to become Subsidiary Guarantors and to pledge a first priority Lien on all of their
respective assets to the Administrative Agent for the benefit of the Lenders (subject to Permitted Priority Liens).


 


Section 8.20. Board
Observer Rights. Until the Obligations (other than the Warrant Obligations and contingent indemnification obligations for which
no claim has been made) have been paid in full in cash, Borrower shall permit the Administrative Agent on behalf of all of the
Lenders (the “Observer”) to attend and observe (but not vote) at all meetings of Borrower’s (or any Subsidiary’s,
as applicable) Board or any committee thereof (each a “Committee”), whether in person, by telephone or otherwise
as requested by the Observer. Borrower and such Subsidiaries shall notify the Observer in writing at the same time as furnished
to members of the applicable Board or Committee of (i) the date and time for each general or special meeting of any such Board
or Committee and (ii) the adoption of any resolutions or actions by any such Board or any such Committee by written consent (describing,
in reasonable detail, the nature and substance of such action). Borrower and each of its Subsidiaries shall concurrently deliver
to the Observer all notices and any materials delivered to the official members of such Board or Committee in connection with a
meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted
by written consent. The Observer shall be free prior to such meeting or adoption by written consent to contact members of any applicable
Board or Committee and discuss the pending actions to be taken. Notwithstanding the foregoing, the Observer shall not be entitled
to receive materials relating to, or be in attendance for, any discussions relating to topics which (x) are subject to attorney
client privilege, or (y) present a conflict of interest for the Observer. All such discussions and materials shall be subject to
the confidentiality provisions set forth in Section 14.16.


 


Section 8.21.
Cash Flow. No later than Wednesday of each week (beginning September 4, 2019), the Obligors shall provide to the
Administrative Agent and the Lenders a 13-week cash flow forecast showing projected cash
receipts and cash disbursements (including referencing line item sources and uses of cash) of the Obligors over the
immediately succeeding 13-week period.


 






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Section 8.22. Tucson
Real Estate. The Borrower shall cause Icagen-T (a) to apply the Net Cash Proceeds of the disposition and sale of Icagen-T’s
real property in Tucson, Arizona at which Icagen-T’s research and development site is located (the “Tucson Real
Estate”) to the prepayment in full of its outstanding Indebtedness under the Icagen-T Credit Agreement and (b) to pay
any Net Cash Proceeds from the sale of the Tucson Real Estate remaining after the payment in full of its outstanding Indebtedness
under the Icagen-T Credit Agreement (such remaining Net Cash Proceeds, the “Tucson Real Estate Sale Proceeds”)
to the Borrower, who shall apply such Tucson Real Estate Sale Proceeds to the prepayment of the Term Loan hereunder in accordance
with Section 3.03(b)(ii).


 


Section 8.23. Series
C Capital Raise. On or before November 30, 2019, the Series C Holders or other investors shall have made new cash equity contributions
to the Parent in an aggregate amount of not less than $2,500,000.


 


Section 8.24 Subordinated
Note. On or before the First Amendment Date, the Parent


shall have issued the initial Subordinated
Notes, under which the Parent shall have received $500,000.


 


Section 8.25 Real
Estate Broker. On or before March 31, 2020 the Borrower shall have caused Icagen-T to obtain permission from Sanofi to hire,
and Icagen-T shall have hired, a real estate broker to sell the Tucson Real Estate.


 


Section 8.26 Sale
of North Carolina Business. On and after the Second Amendment Date, the Loan Parties shall diligently pursue a sale of the
North Carolina Business. On or before February 15, 2020, the Borrower shall have sold the North Carolina Business, on terms and
conditions reasonably satisfactory to the Administrative Agent. In the event that the Loan Parties fail to achieve a sale of the
North Carolina Business on or before February 15, 2020, then the Borrower shall issue an additional 600,000 Series C Preferred
Stock to the Administrative Agent.


 


Section 8.27 Amendment
to Mortgage. On or before January 24, 2020 the Borrower shall have caused Icagen-T to deliver to the Administrative Agent an
executed amendment to the Mortgage (as defined in the Icagen-T Credit Agreement) in form and substance satisfactory to the Administrative
Agent, which amendment shall increase the amount of indebtedness secured thereby to $11,000,000.


 


SECTION 9. NEGATIVE COVENANTS.


 


Each Obligor covenants
and agrees with the Lenders that, until the Commitments have expired or been terminated and all Obligations (other than Warrant
Obligations and contingent obligations as to which no claims have been asserted) have been paid in full indefeasibly in cash:


 


Section 9.01. Indebtedness.
Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness,
whether directly or


 




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(a)  the
Obligations;


 


(b) Indebtedness
existing on the on the Closing Date and set forth on Schedule 7.13(a) and Permitted Refinancings thereof;


 


(c) accounts
payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money)
incurred in the ordinary course of such Obligor’s or such Subsidiary’s business in accordance with customary terms
and paid within ninety (90) days of becoming due, unless contested in good faith by appropriate proceedings and reserved for in
accordance with GAAP;


 


(d) Indebtedness
consisting of guarantees resulting from the endorsement of negotiable instruments for collection in the ordinary course of business;


 


(e) Indebtedness
of an Obligor and its Subsidiaries to the extent the same is permitted as an Investment pursuant to Section 9.05;


 


(f) Guarantees
by any Obligor of Indebtedness of any other Obligor;


 


(g) Purchase
money and capital lease financing; provided that (i) if secured, the collateral therefor consists solely of the assets being
financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal
amount of such Indebtedness does not exceed $1,000,000 at any time;


 


(h) Indebtedness
under Hedging Agreements permitted by Section 9.05(f);


 


(i) Indebtedness
consisting of the financing of insurance premiums in respect of insurance policies insuring assets or businesses of an Obligor
and/or its Subsidiaries written or arranged in the ordinary course of business, in each case in an amount not to exceed the amount
of the applicable insurance premium in respect of any such policy plus interest and financing charges applicable thereto;


 


(j) Indebtedness
in respect of any agreement providing for treasury, depositary or cash management services, including in connection with any credit
cards, automated clearing house transfers of funds transaction, securities settlements, foreign exchange contracts or any similar
transfers, netting services, overdraft protections and other cash management and similar arrangements, in each case in the ordinary
course of business;


 


(k) advances
or deposits from customers or vendors received in the ordinary course of business;


 


(l)
workers’ compensation claims, payment obligations in connection with health, disability or other types of social
security benefits, unemployment or other insurance obligations and reclamation and statutory obligations, in each case
incurred in the ordinary course of business;


 






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(m) Indebtedness
consisting of letters of credit, letters of guaranty and bankers’ acceptances to the extent incurred in the ordinary course
of business in an aggregate amount not to exceed $1,000,000;


 


(n) Indebtedness
which may be deemed to exist pursuant to any guaranties, indemnities, performance, surety, statutory, appeal or similar obligations
incurred in the ordinary course of business and Indebtedness constituting guaranties in the ordinary course of business of the
obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries;


 


(o) Indebtedness
of the Obligors and their Subsidiaries incurred pursuant to the Icagen-T Loan Documents;


 


(p) Indebtedness
of one Obligor to another Obligor, provided that such Indebtedness shall be (A) evidenced by promissory notes and all such
notes shall be subject to a first priority Lien pursuant to the Security Agreement, (B) unsecured, and (C) subordinated in right
of payment to the payment in full of the Obligations (other than the Warrant Obligations) pursuant to the terms of the applicable
promissory notes or an intercompany subordination agreement, in each case in form and substance satisfactory to the Administrative
Agent in its sole discretion;


 


(q) Indebtedness
owed to Pfizer, Inc. pursuant to the terms of that certain Asset Purchase and Collaboration Agreement, dated as of June 26, 2015,
by and among Pfizer Research (NC), Inc. and Borrower, as amended by that certain Amendment to Asset Purchase and Collaboration
Agreement, dated as of July 15, 2016; and


 


(r) (A)
the Bridge Notes, provided that on or prior to the Closing Date, the Bridge Notes have been amended in form and substance
satisfactory to the Administrative Agent to subordinate right of payment to the payment in full of the Obligations (other than
the Warrant Obligations), subject to permitted payments under Section 9.07, and (B) any Permitted Refinancings thereof, provided
that Borrower may elect to increase the interest rate on such Bridge Notes to 12% per annum, payable in accordance with Section
9.07 hereof.


 


(s) Indebtedness
incurred under the Subordinated Notes.


 


Section 9.02. Liens.
Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any
property now owned or hereafter acquired by it or such Subsidiary, except:


 


(a) Liens
securing the Obligations;


 






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(b) any Lien on
any property or asset of such Obligor or any of its Subsidiaries existing on the Closing Date and set forth on Schedule
7.13(c); provided that (i) no such Lien shall extend to any other property or asset of
such Obligor or any of its Subsidiaries other than that which it secures on the date hereof and any cross-collateralization
of other assets financed with the same holder of such Lien, and (ii) any such Lien shall secure only those obligations which
it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof, plus fees and expenses incurred in connection therewith;


 


(c) Liens
securing Indebtedness permitted by Section 9.01(g); provided that (i) such Liens are limited solely to the assets, products,
proceeds and books and records permitted to be secured pursuant to Section 9.01(g), and (ii) the Indebtedness secured thereby does
not exceed the lower of the cost or fair market value of the assets being financed or acquired and Liens incurred in connection
with extension, renewal or refinancing of such Indebtedness;


 


(d) Liens
imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s,
landlord’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do
not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in
the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have
been made if required in accordance with GAAP;


 


(e) Liens,
pledges or deposits made in the ordinary course of business in connection with leases, or bids, contracts, appeal bonds, workers’
compensation, unemployment insurance or other similar social security legislation, and not in connection with money borrowed;


 


(f) Liens
securing Taxes, assessments and other governmental charges, the payment of which (i) is not yet delinquent or (ii) is being contested
in good faith by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves have been
made if required in accordance with GAAP;


 


(g) servitudes,
easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law and Liens
consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections
in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the
property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries;


 


(h) with respect to
any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii)
the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the
original owner of such real property pursuant to Laws; (iii) rights of expropriation, access or user or any similar right conferred
or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material,
and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary
conduct of the business of any of the Obligors or their Subsidiaries; and (iv) leases or subleases in the ordinary course of business;


 






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(i) bankers’
liens, rights of setoff, netting and similar Liens incurred on deposits made in the ordinary course of business or otherwise in
connection with the services permitted by Section 9.01(j);


 


(j) Liens
in connection with any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor not otherwise prohibited
by Section 9.13;


 


(k) deposits
made in connection with a contemplated Permitted Acquisition in an aggregate amount not to exceed ten percent (10%) of the consideration
of such Acquisition;


 


(l) Liens
incurred in connection with the Indebtedness permitted by Sections 9.01(m), and 9.01(n);


 


(m) Liens
on insurance policies and the proceeds thereof (excluding any benefits or any rights to receive payment under any insurance policies)
incurred in connection with the financing in the ordinary course of business of insurance premiums, provided, that such
Liens shall be limited only to the unused portion of the premiums payable under such insurance policies and the proceeds of such
insurance premiums;


 


(n) (i)
Restrictive Agreements permitted pursuant to Section 9.11, (ii) any customary provisions in contracts (including without limitation
leases and licenses of Intellectual Property) restricting the assignment thereof or, in the case of any lease or license, the sublease
or sublicense or other disposition of the applicable leased or licensed property, (iii) restrictions or conditions imposed by any
agreement governing secured Permitted Indebtedness permitted under Section 9.01(g), to the extent that such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (iv) restrictions in agreements related to any Asset Sale to
the extent such Asset Sale would be a permitted Asset Sale under this Agreement;


 


(o) Liens
of the Obligors and their Subsidiaries granted pursuant to the Icagen-T Loan Documents; and


 


(p) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the
importation of goods;


 


provided that no Lien otherwise
permitted under any of the foregoing clauses shall apply to any Material Intellectual Property except for Liens described in clauses
(a), (j) and (n).


 






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Section 9.03.
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter
into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), (iii) make or consummate any Acquisition of any Person, (iv)
acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in
the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business,
including in connection with the expansion or replacement of equipment used in the Borrower’s and its
Subsidiaries’ facilities), except:


 


(a) transactions
permitted by Section 9.01 and 9.05;


 


(b) the
merger, amalgamation, consolidation, liquidation, winding up or dissolution of any Subsidiary Guarantor with or into any Obligor;
provided that with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor
entity of such transaction;


 


(c) the
sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise)
to any Obligor;


 


(d) the
sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to the Borrower;


 


(e) the
creation of any Subsidiary subject to compliance with Section 8.12; and


 


(f) Permitted
Acquisitions.


 


Section 9.04. Lines
of Business. Such Obligor will not, and will not permit any of its Subsidiaries to, engage in any business other than the business
engaged in on the date hereof by such Obligor or such Subsidiary or a business reasonably related, incidental or complimentary
thereto or a reasonable extension thereof or a business having a similar customer base.


 


Section 9.05. Investments.
Such Obligor will not, and will not permit any of its Subsidiaries to, make, directly or indirectly, or permit to remain outstanding
any Investments except:


 


(a) Investments
outstanding on the date hereof and identified in Schedule 9.05 and any modification, replacement, renewal or extension thereof
to the extent not involving new or additional Investments;


 


(b) operating
deposit accounts with banks and securities accounts with banks and other financial institutions that either qualify as an Excluded
Account or comply with Section 8.16;


 


(c) extensions
of credit in the nature of deposits, accounts receivable, trade debt granted or notes receivable arising from the purchase or sale
of goods or services in the ordinary course of business and prepaid royalties and other credit extensions and advances arising
in the ordinary course of business;


 




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(d) Permitted Cash Equivalent Investments to the
extent held in a Controlled Account;


 


(e) Investments
by (i) any Obligor in any other Obligor, (ii) any Subsidiary that is not an Obligor in any other Subsidiary that is not an Obligor,
and (iii) by Borrower in Icagen-T;


 


(f) Hedging
Agreements entered into in by any Obligor or its Subsidiary in the ordinary course of business for the purpose of hedging currency
risks or interest rate risks (and not for speculative purposes) not to exceed $250,000 in the aggregate outstanding at any time;


 


(g) Investments
consisting of prepaid expenses, negotiable instruments held for collection or deposit, security deposits with utilities, landlords
and other like Persons and deposits in connection with workers’ compensation and similar deposits, in each case made in the
ordinary course of business;


 


(h) loans,
advances and guarantees to or in favor of employees, officers, directors and consultants in the ordinary course of business which
in the aggregate shall not exceed $250,000 outstanding at any time;


 


(i) Investments
(i) in connection with a Permitted Acquisition and (ii) in connection with Casualty Events permitted by Section 3.03(b);


 


(j) Investments
received in connection with any Insolvency Proceedings in respect of any customers, suppliers or clients or in settlement of delinquent
obligations of, and other disputes with, customers, suppliers or clients;


 


(k) Investments
permitted by Sections 9.01, 9.02, 9.03, 9.06 and 9.09;


 


(l) Investments
in newly created Subsidiaries to the extent such Subsidiary complies with Section 8.12 to the extent applicable; and


 


(m) so
long as no Default or Event of Default has occurred and is continuing at the time such Investments are made, other Investments
in an aggregate principal amount not to exceed $500,000 at any time outstanding.


 


Section 9.06. Restricted
Payments. Such Obligor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment; provided that the following Restricted Payments shall be permitted so long
as no Event of Default has occurred and is continuing or could reasonably be expected to occur or result from such Restricted Payment:


 


(a) distributions with respect to the Borrower’s
Equity Interests payable solely in shares of its Qualified Equity Interests (or the equivalent thereof);


 




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(b)
the Borrower’s purchase, redemption, retirement, or other acquisition of shares of its Equity Interests with the proceeds
received from a substantially concurrent issue of new shares of its Qualified Equity Interests;


 


(c) upon
the death, incapacity or termination of any stockholder or the exercise of a right of first refusal or similar right in respect
of any stockholder, the Borrower may repurchase the stock of such stockholder or such stockholder’s family, trusts, estates
and heirs pursuant to stock plans or stock repurchase agreements in an amount not to exceed $250,000 per fiscal year;


 


(d) cash
in lieu of the issuance of fractional shares upon the conversion of convertible securities (or in connection with the exercise
of warrants or similar securities) not to exceed $100,000 in the aggregate;


 


(e) any
non-cash (other than cash in lieu of fractional shares) conversion or exercise requests in respect of any convertible securities,
options or warrants of the Borrower into Equity Interests of the Borrower pursuant to the terms of such convertible securities,
options or warrants or otherwise in exchange therefor;


 


(f) distributions
paid by any Subsidiary directly or indirectly to any Obligor;


 


(g) cash
payments made to redeem, purchase, repurchase or retire the Warrant Obligations in accordance with the terms of the Warrant;


 


(h) payments
of Indebtedness permitted pursuant to Section 9.07;


 


(i) the
non-cash accrual of dividends pursuant to the terms of the Series C Preferred Stock; and


 


solely to the extent considered
a Restricted Payment, Investments permitted pursuant to Section 9.05 and transactions permitted pursuant to Section 9.03.


 


Section 9.07. Payments
of Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any
Indebtedness for borrowed money other than (i) payments of the Obligations, (ii) payments of the “Obligations” (as
defined in the Icagen-T Credit Agreement), pursuant to the terms of the Icagen-T Credit Agreement, (iii) scheduled payments of
any other Permitted Indebtedness (other than the Bridge Notes), (iv) non-cash payments of interest under the Bridge Notes, (v)
Permitted Refinancings of Permitted Indebtedness, and (vi) cash payments of principal and interest on the Bridge Notes (including
any accrued interest thereon) so long as at the time of such payment and after giving effect thereto, no Default or Event of Default
shall have occurred and is continuing.


 


Section 9.08. Change
in Fiscal Year. Such Obligor will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year
from that in effect on the date hereof, except to change the fiscal year of a Subsidiary acquired in connection with a Permitted
Acquisition to conform its fiscal year to that of the Borrower.


 




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Section
9.09. Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, transfer,
or otherwise dispose of any of its assets or property (including accounts receivable and capital stock of Subsidiaries), or forgive,
release or compromise any amount owed to such Obligor or Subsidiary, in each case, in any single transaction or series of transactions
(any thereof, an “Asset Sale”), except (so long as such proposed Asset Sale does not result in, or could not
reasonably be expected to result in, an Event of Default):


 


(a) sales
or leases of inventory in the ordinary course of its business on ordinary business terms;


 


(b) the
forgiveness, release, discounts or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business;


 


(c) Asset
Sales that constitute licenses of Intellectual Property in the ordinary course of business that are not otherwise prohibited by
Section 9.13;


 


(d) transfers
of assets or property (other than any Material Intellectual Property) by any Subsidiary Guarantor to any Obligor;


 


(e) dispositions
of any assets or property (other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful
in the business;


 


(f) dispositions
resulting from Casualty Events;


 


(g) in
connection with any transaction permitted by Sections 9.02, 9.03, 9.05 and 9.06;


 


(h) disposition
of cash or Permitted Cash Equivalent Investments; and


 


(i) so
long as no Default or Event of Default has occurred and is continuing at the time of such sale, other Asset Sales not to exceed
$250,000 in the aggregate per fiscal year.


 


Section 9.10. Transactions
with Affiliates. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise transfer
any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except:


 


(a) transactions
between or among Borrower or any Subsidiary of Borrower and any other Subsidiary of Borrower;


 


(b) any
transaction permitted by Section 9.01, 9.03, 9.05, 9.06 or 9.09;


 


(c) customary
compensation and indemnification of, and other employment arrangements with, directors, officers and employees of such Obligor
or any of its Subsidiaries in the ordinary course of business;


 




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(d)
other transactions having terms that are no less favorable (including the amount of cash or other consideration received or paid
by any Obligor) to any Obligor or any of its Subsidiaries, as the case may be, than those that would be obtained in a comparable
arm’s-length transaction with a Person not an Affiliate of such Person; and


 


(e) the
transactions set forth on Schedule 9.10.


 


Section 9.11. Restrictive
Agreements. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or be a party to any Restrictive Agreement; provided that the foregoing shall not apply to (i) restrictions and conditions
imposed by Law or the Loan Documents and (ii) any Restrictive Agreement to which any Obligor or any of its Subsidiaries is party
on the date hereof and that is listed on Schedule 7.15.


 


Section 9.12. Modifications
and Terminations of Material Agreements and Organic Documents. Such Obligor will not, and will not permit any of its Subsidiaries
to:


 


(a) amend,
modify or terminate any Organic Document that adversely affects the Lenders (solely in their capacity as Lenders and not as shareholders)
in any material respect without the prior written consent of the Administrative Agent which shall not be unreasonably withheld,
conditioned or delayed; or


 


(b) take
or omit to take any action that results in the termination of, or permits any other Person to terminate, any Material Agreement
or Material Intellectual Property that adversely affects the Lenders in any material respect, without the prior written consent
of the Administrative Agent which shall not be unreasonably withheld, conditioned or delayed.


 


Section 9.13. Licensing
of Intellectual Property. No Obligor shall enter into an exclusive license of its Material Intellectual Property without the
prior written consent of the Administrative Agent.


 


Section 9.14. Sales
and Leasebacks. Except as disclosed on Schedule 9.14, such Obligor will not, and will not permit any of its Subsidiaries to,
become liable, directly or indirectly, with respect to any lease, whether an operating lease or a Capital Lease Obligation, of
any property (whether real, personal, or mixed), whether now owned or hereafter acquired, (i) which such Person has sold or transferred
or is to sell or transfer to any other Person and (ii) which such Obligor or Subsidiary intends to use for substantially the same
purposes as property which has been or is to be sold or transferred.


 


Section 9.15. Hazardous
Material. Such Obligor will not, and will not permit any of its Subsidiaries to, use, generate, manufacture, install, treat,
release, store or dispose of any Hazardous Material, except in compliance with all applicable Environmental Laws or where the failure
to comply would not reasonably be expected to result in a Material Adverse Effect.


 


Section 9.16.
Accounting Changes. Such Obligor will not, and will not permit any of its Subsidiaries to, make any significant change in
accounting treatment or reporting practices, except as required or permitted by
GAAP.


 






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Section 9.17. Compliance
with ERISA. No ERISA Affiliate shall cause or suffer to exist (i) any ERISA Event that would reasonably be expected to result
in the imposition of a Lien under ERISA or Code Section 430(k) on the assets or property of any Obligor or any of its Subsidiaries
or (ii) any other ERISA Event that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


SECTION 10. FINANCIAL COVENANTS.


 


Section 10.01. Minimum
Liquidity. Borrower and its Subsidiaries shall maintain a minimum aggregate balance of (x) from the Closing Date until March
31, 2019, $1,000,000, and (y) at all times thereafter, $1,500,000, in each case in cash in one or more accounts (which accounts
shall, on and after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion),
be Controlled Accounts), free and clear of all Liens, other than Liens granted hereunder in favor of the Administrative Agent and
other Permitted Liens.


 


Section 10.02. Minimum
Revenue. On each date set forth below (a “Calculation Date”) under the heading “Calculation Date,”
the Consolidated Net Revenue for the trailing twelve-month period ended on such Calculation Date shall not be less than the amount
set forth opposite such Calculation Date:


 


	Calculation Date	 	Net Revenue	 
	 	 	 	 
	December 31, 2018	 	$	11,337,000	 
	March 31, 2019	 	$	11,430,000	 
	June 30, 2019	 	$	10,822,000	 
	September 30, 2019	 	$	10,777,000	 
	December 31, 2019	 	$	10,836,000	 
	March 31, 2020	 	$	11,256,000	 
	June 30, 2020	 	$	12,112,000	 
	September 30, 2020	 	$	12,604,000	 
	December 31, 2020	 	$	14,117,000	 
	March 31, 2021	 	$	14,258,000	 
	June 30, 2021	 	$	14,435,000	 
	September 30, 2021	 	$	14,590,000	 
	December 31, 2021	 	$	14,823,000	 
	March 31, 2022	 	$	14,971,000	 
	June 30, 2022	 	$	15,157,000	 



 






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Section 11. Events Of
Default.


 


Section 11.01. Events
of Default. Each of the following events shall constitute an “Event of Default”:


 


(a) Principal or Interest Payment
Default. The Borrower shall fail to pay any principal of or interest on the Term Loan, when
and as the same shall become due and payable, whether at the due date thereof, at a date fixed for prepayment thereof or
otherwise.


 


(b) Other
Payment Defaults. Any Obligor shall fail to pay any Obligation (other than an amount referred to in Section 11.01(a)) when
and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days.


 


(c) Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of any Obligor in this Agreement or any
other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof, shall: (i) prove to have been incorrect when made or deemed made to the extent that such representation or warranty
contains any materiality or Material Adverse Effect qualifier; or (ii) prove to have been incorrect in any material respect when
made or deemed made to the extent that such representation or warranty does not otherwise contain any materiality or Material Adverse
Effect qualifier.


 


(d) Certain
Covenants. Any Obligor shall fail to observe or perform any covenant, condition or agreement contained in Sections 8.03 (with
respect to such Obligor’s existence), 8.11, 8.12, 8.14, 8.16, 8.21, 8.22, 8.23, 8.24, 8.25, 8.26, 8.27, Section 9 or Section
10.


 


(e) Other
Covenants. Any Obligor shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those
specified in Section 11.01(a), (b) or (d)) or any other Loan Document, and, in the case of any failure that is capable of cure,
such failure shall continue unremedied for a period of thirty (30) or more days.


 


(f) Payment
Default on Other Indebtedness. Any Obligor or any of its Subsidiaries shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of (i) any Material Indebtedness, or (ii) Indebtedness under the Icagen-T Credit
Agreement, in each case, when and as same shall become due and payable after giving effect to any applicable grace or cure period
as originally provided by the terms of such Indebtedness.


 


(g) Other
Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, the
Contract governing any Material Indebtedness shall occur, or (ii) any event or condition occurs (x) that results in any
Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or
their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this Section 11.01(g)
shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Material Indebtedness; provided further that if the holder or holders of such Material
Indebtedness or any trustee or agent on its or their behalf waives any such event or condition within the time period set
forth therein, then such event or condition shall not be an Event of Default hereunder.


 






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(h) Other
Defaults under the Icagen-T Credit Agreement. Any “Event of Default” under the Icagen-T Credit Agreement shall
occur that is not cured or waived within the grace period set forth therein.


 


(i) Insolvency,
Bankruptcy, Etc. (i) Any Obligor or any of its Subsidiaries generally does not pay its debts as the same become due or admits
in writing its inability to pay its debts generally; (ii) any Obligor or any of its Subsidiaries institutes any Insolvency Proceeding;
(iii) any Obligor or any of its Subsidiaries takes any corporate action to approve, effect, consent to or authorize any of the
actions described in Section 11.01(i)(ii); or (iv) any Insolvency Proceeding is filed against any Obligor or any of its Subsidiaries
and, such Insolvency Proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution
thereof.


 


(j) Judgments.
One (1) or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (to the extent not covered by
independent third party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage)
shall be rendered against any Obligor or any of its Subsidiaries or any combination thereof and the same shall remain undismissed,
unsatisfied or undischarged for a period of sixty (60) consecutive calendar days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Obligor to enforce
any such judgment.


 


(k) ERISA
and Pension Plans. An ERISA Event shall have occurred that, in the reasonable determination of the Administrative Agent, when
taken together with all other ERISA Events that have occurred, would reasonably be expected to result in the imposition of a Lien
(other than a Permitted Lien) under ERISA or Code Section 430(k) on a material portion of the assets or property of any Obligor
or any of its Subsidiaries or have a Material Adverse Effect.


 


(l) Change
of Control, Etc. A Change of Control shall have occurred.


 


(m) Material
Adverse Change. A Material Adverse Change shall have occurred.


 


(n)
Impairment of Security, Etc. If any of the following events occurs: (i) Any Lien created by any of the Security
Documents, shall at any time not constitute a valid and perfected Lien on the applicable Collateral in favor of the Secured
Parties, free and clear of all other Liens (other than Permitted Liens or other Liens on Collateral not exceeding $100,000 in
the aggregate) to the extent required by the Loan Documents, except due to the action or inaction of the Administrative
Agent, (ii) except for expiration in accordance with its terms, any of the Security Documents
or any Guarantee of any of the Obligations (including that contained in Section 12) shall for whatever reason cease to be in
full force and effect, or (iii) any Obligor shall, directly or indirectly, contest in any manner such effectiveness,
validity, binding nature or enforceability of any such Lien or any Loan Document.


 






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(o) Regulatory
Matters, Etc. (i) The FDA or any other Regulatory Authority initiates enforcement action against, or issues a warning
letter with respect to, any Obligor or any of its Subsidiaries, or the manufacturing facilities therefore, that causes such
Person the loss of more than ten percent (10%) of the Borrower’s revenue for the twelve (12) month period following
such enforcement action as compared to the same period ending on the same date in the prior period, or (ii) any Obligor
enters into a settlement agreement with the FDA or any other Regulatory Authority that results in aggregate liability as to
any single or related series of transactions, incidents or conditions, in excess of $500,000 to the extent not covered by
insurance.


 


Section 11.02. Remedies.
Upon the occurrence of any Event of Default (other than an Event of Default described in Section 11.01(i)), then, and in every
such event, and at any time thereafter during the continuance of such event, the Administrative Agent may, by notice to the Borrower,
declare the Term Loan then outstanding to be due and payable in whole (or in part, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Term Loan so declared
to be due and payable, together with accrued interest thereon and all fees and other Obligations, shall become due and payable
immediately (in the case of the Term Loan, at the Prepayment Price therefor), without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Obligor; and in case of an Event of Default described in Section 11.01(i),
the principal of the Term Loan then outstanding, together with accrued interest thereon and all fees and other Obligations, shall
automatically become due and payable immediately (in the case of the Term Loan, at the Prepayment Price therefor), without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.


 


Section 11.03. Additional
Remedies. Upon the occurrence and during the continuance of any Event of Default, (a) if any Obligor or any of its Subsidiaries
shall be in default under a Material Agreement, the Lenders shall have the right (but not the obligation) to cause the default
or defaults under such Material Agreement to be remedied (including without limitation by paying any unpaid amount thereunder)
and otherwise exercise any and all rights of such Obligor or Subsidiary, as the case may be, thereunder, as may be necessary to
prevent or cure any default and (b) without limiting the foregoing, upon any such default, each Obligor shall promptly execute,
acknowledge and deliver to the Lenders such instruments as may reasonably be required of such Obligor to permit the Lenders to
cure any default under the applicable Material Agreement or permit the Lenders to take such other action required to enable the
Lenders to cure or remedy the matter in default and preserve the interests of the Lenders. Any amounts paid by the Lenders pursuant
to and in accordance with this Section 11.03 shall be payable on demand by the Obligors, shall accrue interest at the Default Rate
if not paid on demand and shall constitute “Obligations”.


 






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Section 11.04.
Prepayment Premium and Prepayment Price. For the avoidance of doubt, the applicable
Prepayment Premium (as a component of the Prepayment Price) shall be due and payable at any time the Term Loan becomes due
and payable in full prior to the Maturity Date in accordance with the terms hereof, whether due to acceleration pursuant to
the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to the Borrower or
automatically by operation of law or otherwise in accordance with Section 11.02) (including, without limitation, on account
of any bankruptcy filing). In view of the impracticability and extreme difficulty of ascertaining the actual amount of
damages to the Lenders or profits lost by the Lenders as a result of such acceleration, and by mutual agreement of the
parties as to a reasonable estimation and calculation of the lost profits or damages of the Lenders, the Prepayment Premium
shall be due and payable upon such date. Each Obligor hereby waives any defense to payment, whether such defense may be based
in public policy, ambiguity, or otherwise. The Obligors and the Lenders acknowledge and agree that any Prepayment Premium due
and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 5.02(b)(3) of
the Bankruptcy Code or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the contrary, that
payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation.


 


Section 12. Guarantee.


 


Section 12.01. The
Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to the Administrative Agent and the Lenders, and
their successors and assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of
the principal of and interest on the Term Loan, all fees and other amounts and Obligations from time to time owing to the Administrative
Agent and the Lenders by the Borrower and each other Obligor under this Agreement or under any other Loan Document, in each case
strictly in accordance with the terms hereof and thereof (such obligations being herein collectively called the “Guaranteed
Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any other
Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations,
the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.


 


Section 12.02. Obligations
Unconditional. The obligations of the Subsidiary Guarantors under Section 12.01 are absolute and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement
or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or
security for any of the Guaranteed Obligations, and, to the fullest extent permitted by Law, irrespective of any other circumstance
whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent
of this Section 12.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and
several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder, which shall remain
absolute and unconditional as described above:


 


(a) at any time or from time to time, without notice to the Subsidiary Guarantors,
the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or
compliance shall be waived;


 






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(b) any
of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall
be done or omitted;


 


(c) the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented
or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be waived
or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or
in part or otherwise dealt with; or


 


(d) any
lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall
fail to be perfected.


 


The Subsidiary Guarantors
hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that
the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement
or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security
for, any of the Guaranteed Obligations.


 


Section 12.03. Reinstatement.
The obligations of the Subsidiary Guarantors under this Section 12 shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization
or otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Administrative Agent and the
Lenders on demand for all reasonable costs and expenses (including fees of counsel) incurred by such Persons in connection with
such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar Law.


 


Section 12.04. Subrogation.
The Subsidiary Guarantors hereby jointly and severally agree that, until the payment and satisfaction in full of all Guaranteed
Obligations and the expiration and termination of the Commitments, they shall not exercise any right or remedy arising by reason
of any performance by them of their guarantee in Section 12.01, whether by subrogation or otherwise, against the Borrower or any
other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.


 






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Section 12.05.
Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors, on one hand, and
the Administrative Agent and the Lenders, on the other hand, the obligations of the Borrower under this Agreement and under the
other Loan Documents may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 11) for purposes of Section
12.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed
to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith
become due and payable by the Subsidiary Guarantors for purposes of Section 12.01.


 


Section 12.06. Instrument
for the Payment of Money. Each Subsidiary Guarantor hereby acknowledges that the guarantee in this Section 12 constitutes an
instrument for the payment of money, and consents and agrees that the Administrative Agent and the Lenders, at their sole option,
in the event of a dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the right to proceed
by motion for summary judgment in lieu of complaint pursuant to N.Y. Civ. Prac. L&R § 3213.


 


Section 12.07. Continuing
Guarantee. The guarantee in this Section 12 is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.


 


Section 12.08. Rights
of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor shall become
an Excess Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations,
each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such
Excess Funding Guarantor an amount equal to such Subsidiary Guarantor’s Fair Share (as defined below and determined, for
this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment
(as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding
Guarantor under this Section 12.08 shall be subordinate and subject in right of payment to the prior payment in full of the obligations
of such Subsidiary Guarantor under the other provisions of this Section 12 and such Excess Funding Guarantor shall not exercise
any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations.


 


For purposes of
this Section 12.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a
Subsidiary Guarantor that has paid an amount in excess of its Fair Share of such Guaranteed Obligations, (ii) “Excess
Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess
of its Fair Share of such Guaranteed Obligations and (iii) “Fair Share” means, for any Subsidiary
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all
properties of such Subsidiary Guarantor (excluding any shares of stock of any other Subsidiary Guarantor) exceeds the amount
of all the debts and liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured and unliquidated
liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder and any obligations of any other Subsidiary
Guarantor that have been guaranteed by such Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable
value of all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the
Subsidiary Guarantors hereunder and under the other Loan Documents) of all of the Subsidiary Guarantors, determined
(A) with respect to any Subsidiary Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with
respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor
hereunder.


 






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Section 12.09. General
Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate law,
or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the
obligations of any Subsidiary Guarantor under Section 12.01 would otherwise, taking into account the provisions of Section 12.08,
be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of
the amount of its liability under Section 12.01, then, notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by such Subsidiary Guarantor, the Administrative Agent, any Lender or any other
Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims
of other creditors as determined in such action or proceeding.


 


Section 13. Administrative
Agent.


 


Section 13.01. Appointment.
Each of the Lenders hereby irrevocably appoints Perceptive Credit Holdings II, LP, a Delaware limited partnership, to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 13 are solely for the
benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Obligor will have rights as a third-party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any
other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a
matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.


 


Section 13.02. Rights
as a Lender. The Person serving as the Administrative Agent hereunder will have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender”
or “Lenders” will, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity to the extent such Person is a Lender. Such Person and
its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory
capacity for, and generally engage in any kind of business with, the Borrower, the other Obligors or any other Subsidiaries or
Affiliates of the Obligors as if such Person were not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.


 






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Section 13.03.
Exculpatory Provisions. (a) The Administrative Agent will not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents, and its duties hereunder are administrative in nature. Without limiting the generality
of the foregoing, the Administrative Agent:


 


(i) will
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii) will
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Majority Lenders (or such other number or percentage of the Lenders as will be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent will not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable Law, including any action that may be in violation of the automatic stay under any Insolvency Proceeding; and


 


(iii) will
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and will not be liable for
the failure to disclose, any information relating to the Obligors or any of its Subsidiaries or Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b) The
Administrative Agent will not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority
Lenders (or such other number or percentage of the Lenders as will be necessary, or as the Administrative Agent believes in good
faith will be necessary, under the circumstances), or (ii) in the absence of its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent will be deemed not
to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing
by the Borrower or a Lender.


 


(c) The
Administrative Agent will not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document
or (v) the satisfaction of any condition set forth in Section 6 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 






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Section
13.04. Reliance by Administrative Agent. The Administrative Agent will be entitled to rely upon, and will not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of the Term
Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender unless the Administrative Agent has received notice to the contrary from such Lender
prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.


 


Section 13.05. Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory provisions of this Section will apply to any such sub-agent and to the Affiliates of the Administrative
Agent and any such sub-agent, and will apply to their respective activities in connection with the syndication of the facility
as well as activities as Administrative Agent. The Administrative Agent will not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


Section 13.06. Resignation
of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower, which
notice shall set forth the effective date of such resignation (the “Resignation Effective Date”), such date
not to be earlier than the thirtieth (30th) day following the date of such notice. The Majority Lenders and the Borrower shall
mutually agree upon a successor to the Administrative Agent. If the Majority Lenders and the Borrower are unable to so mutually
agree and no successor shall have been appointed within twenty-five (25) days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may (but will not be obligated to), on behalf of the Lenders, appoint
a successor Administrative Agent it shall designate (in its reasonable discretion after consultation with the Borrower and the
Majority Lenders). Whether or not a successor has been appointed, such resignation will become effective in accordance with such
notice on the Resignation Effective Date.


 


(b) With
effect from the Resignation Effective Date (i) the retiring Administrative Agent will be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the
Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent will
continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any
indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be
made by, to or through the Administrative Agent will instead be made by or to each Lender directly, until such time, if any,
as the Majority Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor will succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring Administrative Agent (other than any
rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent will be
discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the
Borrower to a successor Administrative Agent will be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the
other Loan Documents, the provisions of this Section 13 and Sections 14.03 and 14.04 will continue in effect for the benefit
of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 






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Section 13.07. Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Affiliates and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Affiliates and based on such
documents and information as it will from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder
or thereunder.


 


Section 13.08. Administrative
Agent May File Proofs of Claim. In case of the pendency of any Insolvency Proceeding or any other judicial proceeding relative
to the Borrower, the Administrative Agent (irrespective of whether the principal of the Term Loan will then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent has made any demand on
the Borrower) will be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:


 


(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loan and all
other Obligations that are owing and unpaid hereunder or under any other Loan Document and to file such other documents as may
be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders and the Administrative Agent under this Agreement or any other Loan Document)
allowed in such judicial proceeding; and


 


(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.


 


Any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make any payments of the type described above in this Section 13.08 to the Administrative Agent
and, in the event that the Administrative Agent consents to the making of such payments directly to the Lenders, to pay to
the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under this Agreement or any other Loan Document.


 






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Section 13.09.
Collateral and Guaranty Matters; Appointment of Collateral Agent. (a) Without limiting the provisions of Section 13.08, the
Lenders irrevocably agree as follows:


 


(i) the
Administrative Agent is authorized, at its option and in its discretion, to release any Lien on any property granted to or held
by the Administrative Agent under any Loan Document (A) on the date when all Obligations have been satisfied in full in cash (other
than Warrant Obligations and contingent obligations as to which no claims have been asserted), (B) that is sold or otherwise disposed
of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan
Documents, or (C) subject to Sections 14.01 and 14.04, if approved, authorized or ratified in writing by the Majority Lenders;
and


 


(ii) the
Administrative Agent is authorized, at its option and discretion, to release any Subsidiary Guarantor from its obligations hereunder
if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, each Lender will confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of Collateral, or to release any Subsidiary Guarantor from its obligations
under its guaranty pursuant to this Section 13.09.


 


(b) The
Administrative Agent will not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s
Lien thereon, or any certificate prepared by any Obligor in connection therewith, nor will the Administrative Agent be responsible
or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


(c) Each
Lender hereby appoints the Administrative Agent as its collateral agent under each of the Security Documents and agrees that,
in so acting, the Administrative Agent will have all of the rights, protections, exculpations, indemnities and other benefits
provided to the Administrative Agent under this Agreement, and hereby authorizes and directs the Administrative Agent, on
behalf of such Lender and all Lenders, without the necessity of any notice to or further consent from any of the Lenders,
from time to time to (i) take any action with respect to any Collateral or any Security Document which may be necessary to
perfect and maintain perfected the Liens on the Collateral granted pursuant to any such Security Document or protect and
preserve the Administrative Agent’s ability to enforce the Liens or realize upon the Collateral, (ii) act as collateral
agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting all Liens created by the Loan
Documents and all other purposes stated therein, (iii) enter into intercreditor or subordination agreements, as the case may
be, in connection with Indebtedness permitted pursuant to Section 9.01(n), (iv) enter into non-disturbance or similar
agreements in connection with licensing agreements and arrangements permitted by this Agreement and the other Loan Documents
and (v) otherwise to take or refrain from taking any and all action that the Administrative Agent shall deem necessary or
advisable in fulfilling its role as collateral agent under any of the Security
Documents.


 






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Section 14.
Miscellaneous.


 


Section 14.01. No
Waiver. No failure on the part of the Administrative Agent or the Lenders to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege under any Loan Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.


 


Section 14.02.
Notices.All notices, requests, instructions, directions and other communications provided for herein (including any
modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by
telecopy or email) delivered, if to the Borrower, another Obligor, the Administrative Agent or any Lender, to its address
specified on the signature pages hereto or its Guarantee Assumption Agreement, as the case may be, or at such other address
as shall be designated by such party in a written notice to the other parties. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given upon receipt of a legible copy thereof, in each
case given or addressed as aforesaid. All such communications provided for herein by telecopy shall be confirmed in writing
promptly after the delivery of such communication (it being understood that non-receipt of written confirmation of such
communication shall not invalidate such communication).


 


Section 14.03. Expenses, Indemnification, Etc.


 


(a) Closing
Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all of their reasonable and
documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Chapman and Cutler LLP,
special counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement
and the other Loan Documents and the making of the Term Loan.


 


(b) Other
Expenses. The Borrower agrees to pay or reimburse (i) the Administrative Agent and the Lenders for all of their reasonable
and documented out of pocket post-closing costs and expenses in connection the negotiation or preparation of any modification,
supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated) and
(ii) the Administrative Agent and the Lenders for all of their out of pocket costs and expenses (including the fees and expenses
of legal counsel) in connection with any enforcement or collection proceedings resulting from the occurrence of an Event of Default.


 






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(c)
Indemnification. The Borrower hereby indemnifies the Administrative Agent, the Lenders and their respective Affiliates,
directors, officers, employees, attorneys, agents, advisors and controlling parties (each, an “Indemnified
Party”) from and against, and agrees to hold them harmless against, any and all Claims and Losses of any kind
(including reasonable and documented fees and disbursements of counsel), joint or several, that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of or in connection with
or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out
of or in connection with or relating to this Agreement or any of the other Loan Documents or the Transactions or any use made
or proposed to be made with the proceeds of the Term Loan, whether or not such investigation, litigation or proceeding is
brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified
Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Section 6 are satisfied
or the other transactions contemplated by this Agreement are consummated, except to the extent such Claim or Loss is found in
a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s
gross negligence or willful misconduct. No Obligor shall assert any claim against any Indemnified Party, on any theory of
liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or
any of the other Loan Documents or any of the Transactions or the actual or proposed use of the proceeds of the Term Loan. No
Lender shall assert any claim against the Borrower or any of its Subsidiaries or any of their respective directors, officers,
employees, attorneys, agents, advisors or controlling parties on any theory of liability, for consequential, indirect,
special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any
of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Term Loan. This
Section 14.03(c) shall not apply with respect to Taxes other than any Taxes that represent Claims and Losses arising from any
non-Tax claim.


 


Section 14.04.
Amendments, Etc. Except as otherwise expressly provided in this Agreement, any provision of this Agreement and any other Loan
Document may be modified or supplemented only by an instrument in writing signed by the Borrower, the Administrative Agent and
the Majority Lenders; provided that:


 


(a) any
such modification or supplement that is disproportionately adverse to any Lender as compared to other Lenders or subjects any Lender
to any additional obligation shall not be effective without the consent of such affected Lender;


 


(b) the
consent of all of the Lenders shall be required to:


 


(i) amend,
modify, discharge, terminate or waive any of the terms of this Agreement or any other Loan Document if such amendment, modification,
discharge, termination or waiver would increase the amount of the Term Loan, reduce the fees payable hereunder, reduce interest
rates or other amounts payable with respect to the Term Loan, extend any date fixed for payment of principal, interest or other
amounts payable relating to the Term Loan or extend the repayment dates of the Term Loan;


 


(ii) amend,
modify, discharge, terminate or waive any Security Document if the effect is to release a material part of the Collateral subject
thereto other than pursuant to the terms hereof or thereof; or


 


(iii) amend
this Section 14.04.


 




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Section 14.05. Successors and Assigns.


 


(a) General.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby; provided that the neither the Borrower nor any other Obligor may assign or transfer its rights
or obligations hereunder without the prior written consent of the Administrative Agent. No Lender may assign or otherwise transfer
any of its rights or obligations hereunder or under any of the other Loan Documents except (i) to an assignee in accordance with
the provisions of Section 14.05(b), or (ii) by way of participation in accordance with the provisions of Section 14.05(e) (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in Section 14.05(e) and, to the extent expressly contemplated hereby, the Indemnified
Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b) Assignments
by Lender. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred
and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion
of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment
shall be made to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any time. Subject
to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan
Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall
continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).


 


(c) Amendments
to Loan Documents. Each of the Lenders and the Obligors agrees to enter into such amendments to the Loan Documents, and such
additional Security Documents and other instruments and agreements, in each case in form and substance reasonably acceptable to
the Lenders and the Obligors, as shall reasonably be necessary to implement and give effect to any assignment made under this Section
14.05.


 






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(d) Register. The
Administrative Agent shall maintain a copy of each Assignment and Assumption delivered to it pursuant to clause (b) above and
a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and
stated interest) of the Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the
Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Obligations under the
Loan Documents (other than the Warrant Obligations) are intended to be maintained in, and this Section shall be construed so
that the Commitments and Term Loan are at all times maintained in, “registered form” within the meaning of
Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor
provisions of the Code or such regulations).


 


(e) Participations. Any
of the Lenders may at any time, without the consent of, or notice to, the Borrower, sell participations to any Person which
would constitute an Eligible Transferee (other than a natural person or a holding company, investment vehicle or trust for,
or owned and operated for the primary benefit of, a natural person or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of the Commitment and/or the Term Loan owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal
solely and directly with such Lender in connection therewith. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver
that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of
principal of or interest on the Term Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the
amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the
rate at which the Participant is entitled to receive such interest (other than with respect to default interest). The
Borrower agrees that each Participant shall be entitled to the benefits of Section 5 (subject to the requirements and
limitations therein, including the requirements of Section 5.03(f) (it being understood that the documentation required under
Section 5.03(f) shall be delivered to the participating Lender)) to the same extent as if such Participant had acquired its
interest by assignment pursuant to Section 14.05(b); provided that such Participant shall not be entitled to receive
any greater payment under Section 5 with respect to any participation, than its participating Lender would have been entitled
to receive. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 4.03(a) as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Term Loan or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any
Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the parties hereto shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary.


 






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(f) Security
Interest. Notwithstanding anything to the contrary contained in this Section 14.05, a Lender may collaterally assign any
of its rights or obligations hereunder or under any of the other Loan Documents by way of pledge or collateral assignment of
all or a portion of such Lender’s rights under the Loan Documents to a Federal Reserve Bank provided that no such
pledge or assignment shall release such Lender from its obligations hereunder.


 


Section 14.06. Survival.
The obligations of the Borrower under Sections 5.01, 5.02, 5.03, 14.03 and the obligations of the Subsidiary Guarantors under Section
12 (solely to the extent guaranteeing any of the obligations under the foregoing Sections) shall survive the repayment of the Obligations
and the termination of the Commitment and, in the case of the Lenders’ assignment of any interest in the Commitment or the
Term Loan hereunder, shall survive, in the case of any event or circumstance that occurred prior to the effective date of such
assignment, the making of such assignment, notwithstanding that the Lenders may cease to be “Lenders” hereunder. In
addition, each representation and warranty made herein or pursuant hereto shall survive the making of such representation and warranty.


 


Section 14.07. Captions.
The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are
not intended to affect the interpretation of any provision of this Agreement.


 


Section 14.08. Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed signature page
of this Agreement by facsimile transmission or electronic transmission (in PDF format) shall be effective as delivery of a manually
executed counterpart hereof.


 


Section 14.09. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance
with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application
of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.


 


Section 14.10. Jurisdiction, Service of Process
and Venue.


 


(a) Submission
to Jurisdiction. Each Obligor agrees that any suit, action or proceeding with respect to this Agreement or any other Loan
Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal
or state courts in New York, New York or in the courts of its own corporate domicile and irrevocably submits to the exclusive
jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 14.10(a) is for
the benefit of the Administrative Agent and the Lenders only and, as a result, neither the Administrative Agent nor any Lender
shall be prevented from taking proceedings in any other courts located in the United States with jurisdiction, or to extent assets
of an Obligor are or may be located in a foreign jurisdiction, in such foreign jurisdiction. To the
extent allowed by any Law, the Administrative Agent and the Lenders may take concurrent proceedings in any number of jurisdictions
located in the United States and any foreign jurisdictions where the assets of any Obligor are or may be located.


 






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(b) Alternative
Process. Nothing herein shall in any way be deemed to limit the ability of the Lenders to serve any process or summons in any
manner permitted by Law.


 


(c) Waiver
of Venue, Etc. Each Obligor irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter
have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan
Document and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals
has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of
which such Obligor is or may be subject, by suit upon judgment.


 


Section 14.11.
Waiver of Jury Trial. Each Obligor, the Administrative Agent and Each Lender
Hereby Irrevocably Waives, to the fullest extent permitted by applicable law, any and All right to trial by jury in any suit,
action or proceeding arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby
or thereby.


 


Section 14.12. Waiver
of Immunity. To the extent that any Obligor may be or become entitled to claim for itself or its property or revenues any immunity
on the ground of sovereignty or the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution
of a judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be attributed such an immunity
(whether or not claimed), such Obligor hereby irrevocably agrees not to so claim and hereby irrevocably waives such immunity with
respect to its obligations under this Agreement and the other Loan Documents.


 


Section 14.13.
Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement among the parties with respect
to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof, including any confidentiality (or similar) agreements. Each
Obligor acknowledges, represents and warrants that in deciding to enter Into this Agreement and the Other Loan Documents or in
Taking or not taking any action hereunder or thereunder, it has not relied, and will not Rely, on any statement, representation,
warranty, covenant, agreement or understanding, whether written or oral, of or with the Lenders other Than Those expressly set
forth in this Agreement and the other Loan Documents.


 


Section 14.14. Severability.
If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by any applicable Law
the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision
hereof.


 




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Section
14.15. No Fiduciary Relationship.The Borrower acknowledges that the Administrative Agent and the Lenders have
no fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this Agreement or the
other Loan Documents, and the relationship between the Lenders and the Borrower is solely that of creditor and debtor. This
Agreement and the other Loan Documents do not create a joint venture among the parties.


 


Section 14.16.
Confidentiality. Each Lender agrees to keep confidential all non-public information provided to it by any Obligor pursuant
to this Agreement; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to any
other Lender or, subject to a written agreement to comply with the provisions of this Section 14.16, any Affiliate of a another
Lender or any prospective assignee or participant of the Term Loan permitted by and pursuant to Section 14.05(b) or (d) that, in
each case, is also subject to confidentiality provisions at least as stringent as the provisions of this Section 14.16, (ii) subject
to an agreement to comply with the provisions of this Section, to any actual or prospective direct or indirect counterparty to
any Hedging Agreement (or any professional advisor to such counterparty), (iii) to its Affiliates employees, officers, directors,
agents, attorneys, accountants, trustees and other professional advisors (collectively, its “Related Parties”);
provided that the applicable Lender shall remain liable hereunder for any breach of this Section 14.16 by any of its Related
Parties, (iv) upon the request or demand of any Governmental Authority or any Regulatory Authority having jurisdiction over such
Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(v) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any applicable
Law, (vi) if required to do so in connection with any litigation or similar proceeding, (vii) that has been publicly disclosed
(other than as a result of a disclosure in violation of this Section 14.16), (viii) on a confidential basis to the National Association
of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information
about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (ix) in connection with
the exercise of any remedy permitted hereunder or under any other Loan Document, (x) on a confidential basis to (A) any rating
agency in connection with rating the Borrower or its Subsidiaries or the Term Loan or (B) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the Term Loan
or (xi) to any other party that is, and is permitted pursuant to the terms hereof to be, a party hereto; provided further that,
unless specifically prohibited by applicable law or court order, each Lender shall notify the Borrower of any request by any Governmental
Authority or Regulatory Authority or representative thereof (other than any such request in connection with any examination of
the financial condition or other routine examination of such Lender by such Governmental Authority or Regulatory Authority) for
disclosure of any such non-public information prior to disclosure of such information to enable the Borrower to seek a protection
order or otherwise prevent or restrict such disclosure.


 


Section
14.17. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the
credit or the account of the Borrower or any other Obligor against any and all of the Obligations
now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of
whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such Obligations of the Borrower or such Obligor may be contingent or unmatured or are owed to an Affiliate of such
Lender. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender and Affiliates may have. Each Lender agrees to notify the Borrower
promptly after any such setoff and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 






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Section 14.18.
Judgment Currency. (a) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
in Dollars into another currency, the parties hereto agree, to the fullest extent permitted by Law, that the rate of exchange used
shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase Dollars with such
other currency at the buying spot rate of exchange in the New York foreign exchange market on the Business Day immediately preceding
that on which any such judgment, or any relevant part thereof, is given.


 


(b) The
obligations of the Obligors in respect of any sum due to the Administrative Agent hereunder and under the other Loan
Documents shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the
Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in such other currency the
Administrative Agent may, in accordance with normal banking procedures, purchase Dollars with such other currency. If the
amount of Dollars so purchased is less than the sum originally due to the Administrative Agent in Dollars, the Borrower
agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment,
to indemnify the Administrative Agent against such loss. If the amount of Dollars so purchased exceeds the sum originally due
to the Administrative Agent in Dollars, the Administrative Agent shall remit such excess to the Borrower.


 


Section 14.19.
USA PATRIOT Act. The Administrative Agent and the Lenders hereby notify the Obligors that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), they are required
to obtain, verify and record information that identifies the Obligors, which information includes the name and address of each
Obligor and other information that will allow such Person to identify such Obligor in accordance with the Act.


 


Section
14.20. Release of Collateral and Guarantees; Non-Disturbance Agreements. (a) The Administrative Agent hereby agrees, at
the sole expense of the Borrower, to execute any documents, releases, terminations and agreements reasonably requested by the
Borrower (i) to release any Lien on any Collateral (A) on the date when all Obligations (other than Warrant Obligations and
contingent obligations as to which no claims have been asserted) have been satisfied in full in cash, (B) that is sold or
otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with an Asset Sale permitted
pursuant to Section 9.09 or (C) subject to Sections 14.01 and 14.04, if approved, authorized or ratified in writing by the
Administrative Agent and (ii) to release any Subsidiary Guarantor from its obligations as a guarantor hereunder if such
Person ceases to be a Subsidiary as a result a transaction permitted under the Loan Documents.


 






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(b) The Administrative
Agent hereby agrees to, and each Lender hereby agrees that Administrative Agent may, enter into non-disturbance or similar agreements
in connection with licensing agreements permitted by this Agreement or any other Loan Document, in each case in form and substance
reasonably satisfactory to the Administrative Agent and the counterparty or counterparties to the licensing agreements.


 


Section 14.21.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:


 


(a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b) the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i) a
reduction in full or in part or cancellation of any such liability;


 


(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii) the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[Signature
Pages Follow]


 




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


 





	 	Borrower:
	 	 	 	 
	 	Icagen-T,
    Inc.
	 	 	 	 
	 	By:	             
	 	 	Name:	             
	 	 	Title:	 
	 	 	 
	 	Address for Notices:
	 	 	 
	 	4222 Emperor Blvd.

                    Durham, NC 27703

	 	Attn: Richie Cunningham
	 	Email: rcunningham@icagen.com


 


[Signature Page to Credit Agreement and Guaranty]


 






     


     


    

 











	 	Subsidiary
    Guarantors:
	 	 	 	 
	 	Icagen
    Corp., a Nevada corporation
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Caldera
    Discovery, Inc., a Delaware corporation
	 		 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	XRPro
    Sciences, Inc., a Delaware corporation
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Credit Agreement and Guaranty]


 






     


     


    

  


	 	Administrative Agent:
	 	 
	 	Perceptive Credit Holdings II, LP
	 	 
	 	By: 	Perceptive Credit Opportunities GP, LLC, 

its general partner
	  	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	           
	 	 	Title:	 





 





	 	Address for Notices:
	 	 
	 	
        Perceptive Credit Holdings II, LP

        c/o Perceptive Advisors LLC

	 	
        51 Astor Place, 10th Floor

        New York, NY 10003

        Attn: Sandeep Dixit

	 	Email: Sandeep@perceptivelife.com


 


[Signature Page to Credit Agreement and Guaranty]


 



     


     


    

 














	 	Lenders:
	 	 
	 	Perceptive Credit Holdings II, LP
	 	 
	 	By: 	Perceptive Credit Opportunities GP, LLC, 

its general partner
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	           
	 	 	Title:	 
	 	 	 	 










	 	Address for Notices:
	 	 
	 	
        Perceptive Credit Holdings II, LP

        c/o Perceptive Advisors LLC

	 	
        51 Astor Place, 10th Floor

        New York, NY 10003

        Attn: Sandeep Dixit

	 	Email: Sandeep@perceptivelife.com




 


[Signature Page to Credit
Agreement and Guaranty]