CAPNIA, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Capnia, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of units (the “Firm Units”) of the Company’s securities, and, at the election of the Representative, up to additional units (the “Option Units”) of the Company’s securities (the Firm Units and the Option Units that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Units”). Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant (each, a “Warrant” and collectively, the “Warrants”). Each Warrant entitles the holder to purchase one share of Common Stock (as more fully described in S
LOAN AGREEMENTLoan Agreement • September 29th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
This Loan Agreement (this “Agreement”) is made and entered into as of September 29, 2014 (the “Agreement Date”), by and between (i) Dr. Ernest Mario (“Mario”), Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P. (together, “Vivo”) (each a “Lender” and together, the “Lenders”), and (ii) Capnia, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings set forth in Section 5.
