SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2013 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2013, between MELA Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
October 28, 2013 CONFIDENTIAL MELA SCIENCES, INC. Irvington, New York 10533 Attention: Robert CoradiniMela Sciences, Inc. /Ny • October 30th, 2013 • Surgical & medical instruments & apparatus • Minnesota
This letter (the “Agreement”) will confirm the basis upon which MELA Sciences, Inc. (“Client”) has engaged Craig-Hallum Capital Group LLC (together with its affiliates, control persons, officers, directors, employees and agents, “C-H”), to act as Client’s exclusive placement agent or underwriter as provided herein in connection with the proposed (i) placement, on a best efforts basis, of one or more classes or series of securities of Client (the “Securities”) and/or (ii) underwritten offering of Securities. The Securities may take the form of equity securities, including common or preferred stock, securities convertible into common or preferred stock (including convertible preferred stock and convertible debt), or any other derivative or similar securities the value of which is derived, in whole or in part, from the value of the underlying equity security. The transaction shall be referred to as the “Offering”.
