0001144204-14-038814 Sample Contracts

●] Shares KineMed, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 20th, 2014 • Kinemed Inc • Services-commercial physical & biological research • New York

KineMed, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of [●] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

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KINEMED, INC. 2014 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 20th, 2014 • Kinemed Inc • Services-commercial physical & biological research

KineMed, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

KINEMED, INC. 2014 OMNIBUS INCENTIVE PLAN NON-QUALIFIED OPTION AGREEMENT
Non-Qualified Option Agreement • June 20th, 2014 • Kinemed Inc • Services-commercial physical & biological research

KineMed, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

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