UNDERWRITING AGREEMENT between MICROLIN BIO, INC. and BREAN CAPITAL, LLC and SUMMER STREET RESEARCH PARTNERS, as Representatives of the Several Underwriters MICROLIN BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 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 and Summer Street Research Partners (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:
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”).
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.
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,...Microlin Bio, Inc. • April 16th, 2014 • 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].
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.”
