WARRANT TO PURCHASE SHARES OF STOCK of SUN BIOPHARMA, INC.Warrant Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
THIS CERTIFIES THAT, in consideration of the sum of $[_______________], [____________________], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Sun BioPharma, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions relating to the Company’s selling of up to $2,000,000 of convertible promissory notes (the “Notes”) and related warrants (the “Warrants”) to purchase shares of capital stock of the Company to certain existing stockholders, officers and members of the board of directors, pursuant to the terms of the Subscription Agreement by and between the Company and each of the purchasers, inc
INCENTIVE STOCK OPTION AGREEMENT OF SUN BIOPHARMA, INC. (with advance purchase rights)Incentive Stock Option Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
Sun BioPharma, Inc., a Delaware Company (the “Company”), has granted to Optionee, an option (“Option”) to purchase the Shares, at the price set forth above and in all respects subject to the terms, definitions and provisions of the Company’s 2011 Stock Option Plan (the “Plan”) adopted by the Company, the terms of which are incorporated herein by reference. Capitalized terms not defined in this Option shall have the same meanings as are given to them in the Plan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of the 4th day of September, 2015 by and among Sun BioPharma, Inc. (f/k/a Cimarron Medical, Inc.), a Delaware corporation (“Parent”), David Fuhrman, Robert Sargent and Steven Fuhrman (together with David Fuhrman and Robert Sargent, the “Indemnifying Parties”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF SUN BIOPHARMA, INC. (with advance purchase rights)Non-Qualified Stock Option Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
Sun BioPharma, Inc., a Delaware Company (the “Company”), has granted to Optionee, an option (“Option”) to purchase the Shares, at the price set forth above and in all respects subject to the terms, definitions and provisions of the Company’s 2011 Stock Option Plan (the “Plan”) adopted by the Company, the terms of which are incorporated herein by reference. Capitalized terms not defined in this Option shall have the same meanings as are given to them in the Plan.
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH KNOW HOW - Agreement No: A9672Standard Exclusive License Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Florida
This Agreement is made effective the 22nd day of December, 2011, (the “Effective Date”) by and between the University of Florida Research Foundation, Inc. (hereinafter called “UFRF”), a nonstock, nonprofit Florida corporation, and Sun BioPharma, Inc. (hereinafter called “Licensee”), a Small Entity corporation organized and existing under the laws of Delaware ;
ContractConvertible Promissory Note • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
