Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen (18) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ORIGIN LIFE SCIENCES, INC. By: Name: Xxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: _____ Public Offering Price per Firm Share: $_____ Underwriting Discount per Firm Share: $____ Non-Accountable Expense Allowance per Firm Share: $____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications EXHIBIT A Form of Representative’s Warrant EXHIBIT B-1 Form of Lock-Up Agreement (Executive Officers, Directors and 5% Holders) __________, 2023 Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and the Underwriter, relating to the proposed initial public offering (the “Offering”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valua...
Exclusive Financial Advisor. (a) No Member or any Affiliate of any Member, shall be entitled to compensation from the Company in connection with any matter that may be undertaken in connection with the fulfillment of its duties and responsibilities hereunder, except (i) as provided in this Section 4.4, Section 4.10, Section 4.12, Section 4.13 or Article 8; (ii) as set forth in the Asset Management Agreement; or (iii) as set forth in an Approved Budget. The Members recognize that in connection with a Loan Guaranty or other recourse obligation provided or incurred by a Member (or an Affiliate of a Member) to a lender providing financing to the Company, the Subsidiaries or the Property (other than limited, customary recourse carve-outs to a non-recourse financing, such as fraud and misappropriation and environmental indemnities), the Member (or such Affiliate) providing or incurring such guaranty or other recourse obligation shall be paid by the Capital Members other than MLPC an aggregate fee equal to two percent (2%) per annum of the amount of such guaranty or other recourse obligation (the “Credit Enhancement Fee”). Any amounts received as Credit Enhancement Fees shall not be deemed to be a distribution to or should affect the Capital Account of the Member providing such Loan Guaranty or recourse obligations.
