May
6, 2015


 


Ohio
State Innovation Foundation


Attn:
Stan Micek, Interim Vice President 1524 North High Street


Columbus,
Ohio 43201


 


		Re:	License
                                         Agreements/Upfront Fees/Equitv 



 


Dear
Mr. Micek:


 


Reference
is made to (I) the Patent & Technology License Agreement, Agt. No. A2014-0165, entered into as of September 6, 2013, by and
between Microlin Bio, I nc. ("Microlin") and Ohio State Innovation Foundation ("OSIF"), as amended, (2) the
Patent & Technology License Agreement, Agt. No. A2013- 2080. entered into as of September 6, 2013, by and between Microlin
and OSIF, as amended, (3) the Patent & Technology License Agreement Agt. No. A2013-2069. entered into as of September 6, 2013,
by and between Microlin and OSIF, as amended, (4) the Patent & Technology License Agreement Agt. No. A2014-0 l 64, entered
into as of September 6, 2013, by and between Microlin and OSlF, as amended, (5) the Patent & Technology License Agreement,
Agt. No. A2014--0294. entered into as of September 6. 2013, by and between Microlin and OSIF, as amended (collectively, The “Agreements''),
(6) the letter agreement. entered into as of May 22, 2014, by and between Microlin and OSIF, and (7) the letter agreement, entered
into as of July 28. 2014, by and between Microli n and OSIF (the “July Agreement").


 


This
letter serves to confirm our agreement regarding Microlin's obligations with respect to the fees and expenses due to OSIF for
the patents licensed from OSIF under the Agreements. The Agreements provide that Microlin is to pay OSIF an upfront fee (the “Upfront
Fee"') for the licensed patents and to repay OSIF for past patent expenses (the "Patent Expenses"). The Agreements
further provide that the Patent Expenses become immediately due and payable to OSIF in the event that $10,000,000 of external
funding is obtained by Microlin.


 


Microlin
and OSIF agree that the entire unpaid balance of the Upfront Fee, which totals $515,000 in the aggregate which includes the $15,000
··July Extension Fee'', will be paid in full by Microlin on or before August 1st, 2015, $315,000 of which
will be paid by Microlin to OSIF via wire transfer no later than three (3) calendar days after the day on which Microlin delivers
its registered securities to its underwriter(s) and receives payment for such securities (the “Closing Date"), and
$200,000 of which shall, on the date Microlin’s registration statement on Form S-1 filed in connection with the initial
public offering of its common shares (the --Initial Public Offering'') is deemed effective (the "Effective Date"), automatically
convert in whole, without any further action by OSIF, into shares of common stock of Microlin (the Common Stock"), with the
same rights, obligations, preferences and privileges as are received by the other holders of Common Stock (the --upfront Fee Conversion..).
Upon the Upfront Fee Conversion. 0 IF shall receive the number of shares of Common Stock equal to the quotient of (x) $200,000
divided by (y) the initial public offering price of the Common Stock. Microlin shall, promptly after the Upfront Fee Conversion,
issue and deliver to OSIF a certificate or certificates evidencing the shares of Common Stock to which OSIF shall be entitled.
OSIF shall be treated for all purposes as the record holder of such shares of Common Stock as of the date of the Upfront Fee Conversion.
In the event that the Effective Date does not occur or occurs after August 1st 2015, the parties will agree to a commercially
reasonable alternative payment schedule for the Upfront Fee. Microlin and OS1F acknowledge that the foregoing agreement with respect
to the Upfront Fee supersedes the July Letter Agreement.




    	 	 	 



     


    

In
the event Microlin raises in excess of $10,000.000 in its Initial Public Offering on or before August 1st, 20 l5, the
entire unpaid balance of the past Patent Expenses, which totals $4,096,800.21 in the aggregate, shall, on the Effective
Date, automatically convert in whole, without any further action by OSIF, into shares of Common Stock with the same rights, obligations,
preferences and privileges as are received by the other holders of Common Stock (the “Patent Expense Conversion").
Upon the Patent Expense Conversion, OSIF shall receive the number of shares of Common Stock equal to the quotient of (x) $4,096,800.21
divided by (y) the initial public offering price of the Common Stock. Microlin shall, promptly after the Patent Expense
Conversion, issue and deliver to OSIF a certificate or certificates evidencing the shares of Common Stock to which OSIF shall
be enti tled. OSLF shall be treated for all purposes
as the record holder of such shares of Common Stock as of the date of the Patent Expense Conversion. In the event that the Effective
Date does not occur or occurs after August t •\ 2015. the parties will agree to a commercially reasonable alternative payment
schedule for the Patent Expenses.


 


 


		Sincerely,

         

         

         

        /s/
        Joseph Hernandez

        Executive
        Chairman



 


 


[Acknowledgement
page follows]




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ACKNOWLEDGED
AND AGREED TO BY:


 


OHIO
STATE INNOVATION FOUNDATION


 


By:/s/
Stan Micek


Name:
Stan Micek


Title:
Vice President




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