PROLUNG, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2018 • Prolung Inc • Surgical & medical instruments & apparatus • New York
The undersigned, ProLung, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the several underwriters named on Schedule A attached hereto (such underwriters, for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), the “Underwriters” and each an “Underwriter”) an aggregate of [●] shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional [●] shares of Common Stock (the “Option Shares” and, collectively with the Firm Shares, the “Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
FRESH MEDICAL LABORATORIES, INC. PLACEMENT AGENT AGREEMENT March 6, 2017Placement Agent Agreement • May 22nd, 2017 • Prolung Inc • Surgical & medical instruments & apparatus • Utah
Fresh Medical Laboratories, Inc., a Delaware corporation (the “Company”), proposes to sell to qualified investors in a private placement shares of the Company’s common stock (the “Shares”), at a price of $1.50 per Share.
Consulting Services AgreementConsulting Services Agreement • November 29th, 2017 • Prolung Inc • Surgical & medical instruments & apparatus • Utah
We are pleased to confirm our mutual understanding in this Consulting Services Agreement (this “Agreement”) between Leavitt Partners, LLC, a Utah limited liability company (the “Company”), and
OFFICE LEASE by and between Frodsham Real Estate, L.L.C., An Utah Limited Liability Company and Fresh Medical Laboratories, Inc. Dated April 25, 2014 for premises known as James Building Salt Lake City, UTOffice Lease • May 14th, 2014 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus • Utah
FRESH MEDICAL LABORATORIES, INC. CONVERTIBLE NOTEConvertible Note • November 16th, 2015 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus • Utah
THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE 1933 ACT OR THE LAWS OF THE APPLICABLE STATE OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
Master AgreementMaster Services Agreement • May 14th, 2014 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus • Utah
May 1, 2015 AMENDED AND RESTATED MASTER LOAN AGREEMENT AND PROMISSORY NOTEMaster Loan Agreement and Promissory Note • May 5th, 2015 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus • Utah
WHEREAS, Fresh Medical Laboratories, Inc., a Delaware corporation (the “Maker”), has entered into a series of loan agreements and promissory notes with William A. Fresh, 176 North Emeraud Drive, St. George, Utah 84770 (the “Holder”), the most recent of which is that certain Revised Master Loan Agreement, dated May 1, 2012, in the original principal amount of $929,535.64 (the “2012 Note”).
CONSULTING AGREEMENTConsulting Agreement • May 22nd, 2017 • Prolung Inc • Surgical & medical instruments & apparatus • New York
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into effective as of February 1st, 2017, (the "Effective Date'') by and between Robin Smith MD MBA (the "Consultants"), and Fresh Medical Laboratories, Inc. ("Company"), whose address is 757 East South Temple, Suite 150 Salt Lake City, Utah 84102 When referred to collectively the Company and the Consultant shall be referred to as the "Parties".
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED EFFECTIVE AUGUST 1, 2013Employment Agreement • May 22nd, 2017 • Prolung Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED EFFECTIVE AUGUST 2, 2013 (this “Agreement”), entered into as of March 29, 2017, but effective as of August 1, 2016, (the “Effective Date”) is entered into by and between Fresh Medical Laboratories, Inc. d/b/a ProLung (the “Company”), and Steven C. Eror, an individual (the “Employee”).
CONFIDENTIAL February 27, 2018Placement Agent Agreement • April 17th, 2018 • Prolung Inc • Surgical & medical instruments & apparatus
This letter agreement (this “Agreement”) confirms our understanding with respect to our engagement of Weild & Co., Inc., a Delaware corporation, through its subsidiary broker/dealer Weild Capital, LLC (collectively, the “Agent”) to serve as exclusive “Placement Agent” with respect to the matters set forth herein to ProLung, Inc., a Delaware corporation (the “Company”) for a period of 90 days commencing the date of acceptance of this Agreement (“Term”) unless otherwise terminated.
CONFIDENTIALConsulting Representation Agreement • May 16th, 2016 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus
This Consulting Representation Agreement (the “Agreement”) dated January 1, 2016, is made by and between Fresh Medical Laboratories, Inc. (d/b/a “PROLUNGDX” or the “Company”), a Delaware Corporation, whose principal address is 757 East South Temple, Suite 150, Salt Lake City, Utah 84102 ("Company"), and jointly and severally, Franco Papa and/or Mathias Lang Ph.D. (collectively referred to herein as “Consultants” or “PL”). Mr. Franco Papa is located at the primary corporate offices of Moss S.p.a. via all'Erno, 5-28040 Lesa (NO), Italy with telephone +39 0322 772032, with facsimile +39 0322 292733 and an email at fpapa@moss-info.it. Mathias Lang, Ph.D. is located at De Heide 4, 9831 Deurle, Belgium with telephone at +32 475 60 01 88, office telephone at +32 9 324 30 14, and email at mlang9831@icloud.com.
ConfidentialConsulting Agreement • April 14th, 2016 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus
This agreement ("Agreement") dated 30 April 2015 is made by and between Fresh Medical Laboratories, Inc. ("FML," the "Company" or "ProLung") a Delaware Corporation whose principal address is 757 East South Temple, Suite 150, Salt Lake City, UT 84102 ("Company"), AND Tim Treu located at 931 West Northridge Road, Farmington, Utah 84025 ("Consultant.").
Confidential March 19, 2015 Jeff O'Driscoll Subject: CONSULT/NG AGREEMENT LETTERConsulting Agreement • April 14th, 2016 • Fresh Medical Laboratories, Inc. • Surgical & medical instruments & apparatus
This agreement ("Agreement") dated 9 March 2015 is made by and between Fresh Medical Laboratories, Inc. ("FML," the "Company" or "ProLung") a Delaware Corporation whose principal address is 757 East South Temple, Suite 150, Salt Lake City, UT 84102 ("Company"}, AND Jeff O'Driscoll located at 1888 South 1800 East, Salt Lake City, UT 84108.("Consultant.")
PROLUNG, INC. EIGHT PERCENT (8%) CONVERTIBLE NOTEConvertible Note • April 17th, 2018 • Prolung Inc • Surgical & medical instruments & apparatus • Utah
THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE 1933 ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE STATUTES.
