IBIO, INC. 8,925,000 Units Each Unit Consisting of One Share of Common Stock and 0.4 of One Warrant to Purchase One Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2013 • iBio, Inc. • Pharmaceutical preparations • California
iBio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter) an aggregate of (i) 8,925,000 authorized but unissued shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) Warrants (the “Warrants”) to purchase up to 3,570,000 shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants shall be sold together as units (the “Units”), each Unit consisting of one Share and 0.4 of one Warrant to purchase one share of Common Stock. The Units will not be separately issued or certificated and the Shares and the Warrants shall be immediately separable and transferable upon issuance. The Units, the Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.”
COMMON STOCK PURCHASE WARRANT IBIO, INC.iBio, Inc. • April 23rd, 2013 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] (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 hereof (the “Exercisability Date”) and on or prior to the close of business on the third anniversary of the Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from iBio, Inc., a Delaware corporation (the “Company”), up to [●] shares (the “Warrant Shares”) of common stock of the Company (“Common Stock”).
