ONE BIO, CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2010 • ONE Bio, Corp. • Medicinal chemicals & botanical products • New York
ONE Bio, Corp., a Florida corporation (“Company”), confirms its agreement, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [*] shares of the Company’s ordinary shares, $0.001 par value per share (the “Common Stock”), and, at the election of the Underwriters in the circumstances specified in Section 2 hereto, up to _____ additional shares of Common Stock. The ____ shares to be sold by the Company are herein called the “Firm Shares” and the _____ additional shares to be sold by the Company are herein called the “Optional Shares.” In addition, the Company confirms its agreement, subject to the terms and conditions stated herein, to issue and sell to you, as representative of the Underwriters, warrants (“Representative Warrants” and together with the shares of Common Stock underlying the Representative Warrants, the “Representative Securities”) for the purchase of an aggregate of [_____
Lock-Up Agreement December , 2010Lock-Up Agreement • December 6th, 2010 • ONE Bio, Corp. • Medicinal chemicals & botanical products
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE...Representatives’ Warrant • December 6th, 2010 • ONE Bio, Corp. • Medicinal chemicals & botanical products • New York
This REPRESENTATIVES’ WARRANT (this “Warrant”) of ONE Bio, Corp., a corporation duly organized and validly existing under the laws of the State of Florida (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of _________ __, 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, Ladenburg Thalmann & Co. Inc. and National Securities Corporation, as the representatives of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of __________ shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) underwritten by the Representatives and the underwriters named in the Underwriting Agreement.
