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 3rd, 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).
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.
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”).
