CONFIDENTIAL February 27, 2018Placement Agent Agreement • April 17th, 2018 • Prolung Inc • Surgical & medical instruments & apparatus
This letter agreement (this “Agreement”) confirms our understanding with respect to our engagement of Weild & Co., Inc., a Delaware corporation, through its subsidiary broker/dealer Weild Capital, LLC (collectively, the “Agent”) to serve as exclusive “Placement Agent” with respect to the matters set forth herein to ProLung, Inc., a Delaware corporation (the “Company”) for a period of 90 days commencing the date of acceptance of this Agreement (“Term”) unless otherwise terminated.
PROLUNG, INC. EIGHT PERCENT (8%) CONVERTIBLE NOTEConvertible Note • April 17th, 2018 • Prolung Inc • Surgical & medical instruments & apparatus • Utah
THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE 1933 ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE STATUTES.
