UNDERWRITING AGREEMENT between MICROLIN BIO, INC. and BREAN CAPITAL, LLC, SUMMER STREET RESEARCH PARTNERS and MEYERS ASSOCIATES, L.P., as Representatives of the Several Underwriters MICROLIN BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • New York
The undersigned, MicroLin Bio, Inc. a corporation formed under the laws of the State of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of MicroLin Bio, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Brean Capital, LLC, Summer Street Research Partners and Meyers Associates, L.P. (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT MICROLIN BIO, INC.Common Stock Purchase Warrant • July 14th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Microlin Bio, Inc., a Delaware corporation (the “Company”), up to ______ [100% of Units purchased by such holder in the offering] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PATENT & Technology LICENSE AGREEMENT AGT. No. A2014-0165Patent & Technology License Agreement • February 28th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • Ohio
This Patent & Technology License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
MICROLIN BIO INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 10th, 2014 • Microlin Bio, Inc. • Delaware
MicroLin Bio Inc., a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Microlin Bio Inc. Equity Incentive Plan (the “Plan”) and this Nonqualified Stock Option Agreement (this “Agreement”), an option (the “Stock Option”) to purchase the number of Shares at the exercise price per share (“Exercise Price”) as follows:
CONSULTING AGREEMENTConsulting Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this day of December 30, 2013, (the "Effective Date") by and between Microlin Bio, Inc., a Delaware corporation duly organized under law and having an usual place of business at 302A W. 12th Street, Suite 114, New York, NY 10014 (hereinafter referred to as the “Company") and Jeffrey Jensen (hereinafter referred to as the "Consultant") residing at 716 La Canada St., La Jolla, CA 92037.
PATENT & Technology LICENSE AGREEMENT AGT. No. A2014-0294Patent & Technology License Agreement • February 28th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations
This Patent & Technology License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
MICROLIN BIO, INC. Scientific Advisory Board AgreementScientific Advisory Board Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
This Scientific Advisory Board Agreement (the “Agreement”) is made and entered into as of December 18, 2013 (the “Effective Date”), by and between Microlin Bio, Inc., a Delaware company, having its principal place of business at 302A W. 12th Street, NY, NY 10014 (the “Company”), and Dr. George Calin, an individual with an address at 1515 Holcombe Blvd., Unit 1950, Houston, TX 77030-4009 (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • April 16th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the License Agreement (“Amendment”), having an effective , date of April 7, 2014 (“Amendment Effective Date”), is made and entered by and between Ohio State Innovation Foundation, located at 1524 North High Street, Columbus, Ohio 43201 (“OSIF”) and Microlin Bio, Inc., a New York based corporation located at 302A West 12th, New York, NY 10014 (“Licensee”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • February 28th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to License Agreement (“Amendment”), having an effective date of January 15, 2014 (“Amendment Effective Date”), is made and entered by and between Ohio State Innovation Foundation, located at 1524 North High Street, Columbus, Ohio 43201 (“OSIF”) and MicroLin Bio, Inc., a New York corporation located at 302A W. 12th Street, Suite 114, New York, NY 10014 (“Licensee”).
MICROLIN BIO, INC. Scientific Advisory Board AgreementScientific Advisory Board Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
This Scientific Advisory Board Agreement (the “Agreement”) is made and entered into as of September 18, 2013 (the “Effective Date”), by and between MicroLin Bio, Inc., a Delaware company, having its principal place of business at 302A W. 12th Street, NY, NY 10014 (the “Company”), and Dr. Philip Tsichlis, an individual with an address at 25 Jefferson Road, Winchester MA, 01890 (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
MICROLIN BIO, INC. Scientific Advisory Board AgreementScientific Advisory Board Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
This Scientific Advisory Board Agreement (the “Agreement”) is made and entered into as of December 19, 2013 (the “Effective Date”), by and between MicroLin Bio, Inc., a Delaware company, having its principal place of business at 302A W. 12th Street, NY, NY 10014 (the “Company”), and Dr. Sakari Kauppinen, an individual with an address at Norskekrogen 12, DK-2765 Smoerum, Denmark (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
Form of Lock-Up AgreementLock-Up Agreement • April 16th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations
This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Microlin Bio, Inc., a Delaware corporation (the “Company”), and Brean Capital, LLC (“Brean”) and Summer Street Research Partners (together with Brean, the “Representatives”), as representatives of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.000001 per share (the “Common Stock”), of the Company.
MICROLIN BIO INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 10th, 2014 • Microlin Bio, Inc. • Delaware
MicroLin Bio Inc., a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the MicroLin Bio Inc. Equity Incentive Plan (the “Plan”) and this Incentive Stock Option Agreement (this “Agreement”), an option (the “Stock Option”) to purchase the number of Shares at the exercise price per share (“Exercise Price”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by Microlin Bio, Inc., a Delaware corporation with its principal business address at 302A West 12th Street Suite 114 New York, NY 10014 (the “Company”), and Joseph Hernandez, an individual residing at 635 West 42nd Street Apt. 11K (the “Executive”) July 15th, 2013 (the “Commencement Date”).
MICROLIN BIO, INC. Scientific Advisory Board AgreementScientific Advisory Board Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
This Scientific Advisory Board Agreement (the “Agreement”) is made and entered into as of September 20, 2013 (the “Effective Date”), by and between MicroLin Bio, Inc., a Delaware company, having its principal place of business at 302A W. 12th Street, NY, NY 10014 (the “Company”), and Dr. Robert Lee, an individual with an address at 2300 Green Island Dr., Columbus, OH 43228 (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • January 10th, 2014 • Microlin Bio, Inc. • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 20__, by and between Microlin Bio, Inc, a Delaware corporation (the “Corporation”), and _______________ (“Agent”).
MICROLIN BIO, INC. Scientific Advisory Board AgreementScientific Advisory Board Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
This Scientific Advisory Board Agreement (the “Agreement”) is made and entered into as of August 7, 2013 (the “Effective Date”), by and between MicroLin Bio, Inc., a Delaware company, having its principal place of business at 302A W. 12th Street, NY, NY 10014 (the “Company”), and Dr. Carlo Croce, an individual with an address at 2104 Cambridge Blvd, Columbus, OH 43221 (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • January 10th, 2014 • Microlin Bio, Inc. • Delaware
THIS OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 20__, by and between Microlin Bio, Inc, a Delaware corporation (the “Corporation”), and _______________ (“Agent”).
ContractStock Option Agreement • January 10th, 2014 • Microlin Bio, Inc. • Delaware
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS STOCK OPTION AGREEMENT AND THE SECURITIES UNDERLYING THIS STOCK OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION AND COMPLIANCE.
Microlin Bio, Inc.Voting Restrictions Agreement • June 19th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • January 10th, 2014 • Microlin Bio, Inc. • New York
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this day of November 22, 2013, (the "Effective Date") by and between Microlin Bio, Inc., a Delaware corporation duly organized under law and having an usual place of business at 302A W. 12th Street, Suite 114, New York, NY 10014 (hereinafter referred to as the “Company") and Eric G. Marcusson (hereinafter referred to as the "Consultant") residing at 260 King Street, Suite 727, San Francisco, CA 94107.
July 1, 2014 Ohio State Innovation Foundation Attn: Timothy R. Wright, President 1524 North High Street Columbus, Ohio 43201 Re: License Agreements/Upfront Fees/Equity Dear Mr. Wright: Reference is made to (1) the Patent & Technology License...License Agreement • July 3rd, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations
This letter serves to confirm our agreement regarding Microlin’s obligations with respect to the fees and expenses due to OSIF for the patents licensed from OSIF under the Agreements. The Agreements provide that Microlin is to pay OSIF an upfront fee (the “Upfront Fee”) for the licensed patents and to repay OSIF for past patent expenses (the “Patent Expenses”). The Agreements further provide that the Patent Expenses become immediately due and payable to OSIF in the event that $10,000,000 of external funding is obtained by Microlin.
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • April 16th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATED TO THIS OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATED TO THIS OFFERING].
CONVERSION AGREEMENTConversion Agreement • July 3rd, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • New York
This Conversion Agreement (this “Agreement”), effective as of July 3, 2014, is entered into by and between Microlin Bio, Inc., a Delaware corporation (the “Company”), and Joseph Hernandez (“Hernandez”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of June 13, 2014 by and between Microlin Bio, Inc., a Delaware corporation with its principal business address at 135 East 57th St., 12th Floor, New York, NY 10022 (the “Company”), and Joseph Hernandez, an individual residing at 635 West 42nd Street Apt. 11K (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (this “Agreement”), between Microlin Bio, Inc., a Delaware Corporation, with its principal place of business at 302A West 12th Street, Suite 114, New York, NY 10014 (the “Company”) and Eric G. Marcusson, Ph.D. of San Francisco (“Employee”), shall be effective as of the date that the Company’s registration statement on Form S-1 is declared effective by the Securities and Exchange Commission (the “Effective Date”). Each of the Company and Employee are hereafter sometimes referred to as a “Party” and collectively as the “Parties.”
WARRANT AGREEMENTWarrant Agreement • July 14th, 2014 • Microlin Bio, Inc. • Pharmaceutical preparations • New York
This Warrant Agreement (this “Agreement”), dated as of [___________], 2014, is by and between Microlin Bio, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant Certificate.
