ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“ SI Securities”), Boustead Securities, LLC (“Boustead”), Soliton, Inc., a company incorporated in Delaware (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Selected Dealer Agreement by and between Boustead and SI Securities executed prior hereto (the “Selected Dealer Agreement”).
UNDERWRITING AGREEMENT SOLITON, INC.Underwriting Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) to investors deemed acceptable by the Company (the “Investors”) in a public offering pursuant to Regulation A and to engage the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom Boustead Securities, LLC is acting as a representative (the “Representative”) on a best efforts basis. The Underwriters have agreed to act, on a best efforts basis only, as the underwriters in connection with the offering and sale of the Shares (the “Offering”). The Company confirms its agreement with the Underwriters as follows:
SOLITON, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the date set forth on the signature page hereto, by and between Soliton, Inc., a Delaware corporation (the “Company”), Remeditex Ventures LLC (“Remeditex”) and each of the lenders set forth on the signature page hereto (collectively, the “Non-Remeditex Lenders” and together with Remeditex, the “Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
This AGREEMENT (“AGREEMENT”) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and SOLITON, INC. a Delaware corporation having a principal place of business located at 1225 N. Loop West, Suite 725, Houston, Texas 77008 (“LICENSEE”).
COMMON STOCK PURCHASE WARRANTSoliton, Inc. • August 10th, 2018 • Surgical & medical instruments & apparatus • Texas
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 set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soliton, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTDeposit Account Agency Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
This Offering Deposit Account Agency Agreement (this “Agreement”) is entered into as of ____________, 2018, by and between Soliton, Inc., a Delaware corporation with its principal office located at 5304 Ashbrook Drive, Houston, TX 77081(“Issuer”), FinTech Global Markets, Inc., a Delaware corporation with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Intermediary”) and FinTech Clearing, LLC, a Delaware limited liability company and FINRA registered Broker/Dealer, with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Deposit Account Agent”). Issuer, Intermediary and Deposit Account Agent shall collectively be referred to as “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.
SELECTED DEALER AGREEMENTSelected Dealer Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
BOUSTEAD SECURITIES, LLC (the “Underwriter”), as agent for Soliton, Inc., a Delaware corporation (the “Company”), is acting, in accordance with that certain underwriting agreement dated ______________, 2018 (the “Underwriting Agreement”), as best efforts underwriter of a proposed public offering (the “Offering”) of up to a minimum of 1,500,000 shares of the Company’s common stock (the “Common Stock”) for a minimum offering amount of $7,500,000 (the “Minimum Offering Amount”) and a maximum of 3,000,000 shares of the Company’s Common Stock for an aggregate maximum offering amount of up to $15,000,000 (the “Maximum Offering Amount”), pursuant to an offering statement and Preliminary Offering Circular filed with the Securities and Exchange Commission (“SEC”) on Form 1-A, as amended from time to time, and such offering statement was qualified by the SEC on [ ], 2018 (Offering File No. 024-10854). The Preliminary Offering Statement includes the Company’s offering circular, as amended or supp
