SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2018 • Knowbella Helix Inc. • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
TOKENHOLDERS’ AGREEMENTTokenholders’ Agreement • June 7th, 2018 • Knowbella Helix Inc. • Delaware
PLEASE READ THIS TOKENHOLDERS’ AGREEMENT CAREFULLY. NOTE THAT SECTION 16 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE OR HOLD HELIX TOKENS.
STOCKHOLDERS AGREEMENTStockholders Agreement • June 7th, 2018 • Knowbella Helix Inc. • Delaware
This Stockholders Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this “Agreement”), dated as of April 23, 2018, is entered into among Knowbella Helix Inc., a Delaware corporation (the “Company”), Knowbella Tech LLC, a Delaware corporation (the “Parent”), and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as an Stockholder by executing a Joinder Agreement (the “New Stockholders”). The Parent and the New Stockholders and each of their respective Permitted Transferees are each referred to herein as a “Stockholder” and, collectively, the “Stockholders”.
OPEN THERAPEUTICS AMENDED AND RESTATED PLATFORM LICENSE AGREEMENTPlatform License Agreement • June 7th, 2018 • Knowbella Helix Inc. • Ohio
THIS AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made as of November 1st, 2016 (the “Effective Date”) by and among Open Therapeutics, LLC (formerly Microbial Robotics LLC), a limited liability corporation formed under the laws of Ohio, with an address at PO Box 30085 Cincinnati, OH 45230,(“Licensor”) and Knowbella Tech LLC (as successor to WideOpenIP, LLC), a limited liability corporation formed under the laws of Delaware, with an address at 5479 Wasigo Dr., Cincinnati, OH 45230 (“Licensee”).
