PART II AND III

Submitted to the Securities and Exchange Commission on November 10 , 2016

Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 1-A (Amended a) REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933
STOCOSIL INC. (Exact Name of Issuer as Specified in Its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization)
17870 Castleton Street, Suite 250 City of Industry, California 91748  (626) 964-5788 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Issuer’s Principal Executive Office)
Pyng Soon Chief Executive Officer Stocosil Inc. 17870 Castleton Street, Suite 250 City of Industry, California 91748  (626) 964-5788 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
2834 (Primary Standard Industrial Classification Code Number)	47-2620984 (IRS Employer Identification Number)

This offering statement shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR

STOCOSIL INC.

Minimum Offering:	166,667 Shares of Common Stock ($2,500,005)
Maximum Offering:	733,340 Shares of Common Stock ($11,000,100)
Offering Price:	$15.00 per Share

 This is our initial public offering.  We are offering a minimum of 166,667 Shares and a maximum of 733,340 Shares of our common stock at a price of $15.00 per share.

This Offering is being conducted pursuant to an exemption from registration under Regulation A of the Securities Act of 1933, as amended.  The disclosure we are providing you herein contains the information required by the Offering Circular format prescribed by Part II of Form 1-A (Amended a).

Boustead Securities, LLC (the “Placement Agent”) is acting as Placement Agent for this Offering on a “best efforts” basis.  The Placement Agent has agreed to use its best efforts to solicit potential purchasers for the shares of common stock offered pursuant to this Offering Circular. The Offering must receive subscriptions for the Minimum Offering if any shares are to be sold.   Potential purchasers will be able to access the Offering through the Internet Website, www.TheASMX.com, which is made available by ASMX Capital, LLC ("ASMX") under the supervision of the Placement Agent. FOLIOfn Investments, Inc. (“Folio”), a FINRA member and SEC-registered broker-dealer, will process investor subscriptions and conduct closings.  The Offering will terminate upon the earlier of: (i) a date mutually acceptable to us and our Placement Agent following receipt of subscription for the Minimum Offering amount; or (ii) February 28 2017 (which date may be extended at our discretion) (the “Offering Termination Date”).  Until we sell the minimum number of shares offered, all investor funds will be held in accounts at Folio. No interest will be charged on these funds. If we do not sell the Minimum Offering amount by February 28, 2017, no investor funds will be provided to us, and all subscriptions will be cancelled promptly. Subscriptions may be cancelled at any time prior to a closing by the investor or their advisor with access to their account. Upon subscription of the Minimum Offering the net proceeds of the Offering will be delivered to us by the Offering Termination Date. Investor funds will be transferred from the investors’ Folio accounts to the account of the issuer at Folio.  The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the Company.

There is currently no trading market for our common stock. We anticipate that the Placement Agent for this Offering will apply for quoting of our common stock on the OTC Markets  or an approved secondary marketplace upon the qualification of the Offering Statement of which this Offering Circular forms a part.

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THE SECURITIES UNDERLYING THIS OFFERING STATEMENT MAY NOT BE SOLD UNTIL QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION. THIS OFFERING CIRCULAR IS NOT AN OFFER TO SELL, NOR SOLICITING AN OFFER TO BUY, ANY SHARES OF OUR COMMON STOCK IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH SALE IS PROHIBITED.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH.  DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A.  FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

INVESTMENT IN SMALL BUSINESS INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” ON PAGE 3 FOR CERTAIN RISKS YOU SHOULD CONSIDER BEFORE PURCHASING ANY SHARES IN THIS OFFERING.

	Price to Public		Placement Agent Fees (1)		Proceeds, before expenses (2)
Per share:	$	15.00	$	1.35	$	13.65
Total Minimum:	$	2,500,005	$	225,000	$	2,275,005
Total Maximum:	$	11,000,100	$	990,009	$	10,010,091
_______________

(1) Does not reflect Placement Agent’s right to acquire warrants to purchase 3% of the aggregate shares of common stock sold in this Offering at an exercise price of $17.25 per share. See “Plan of Distribution” beginning on page 33.   Also does not reflect up to $30,000 of accountable expense reimbursement for the fees of underwriter’s counsel related to filings made pursuant to FINRA Rule 5110.

 (2) We estimate Offering expenses will be $300,000. See “Use of Proceeds” beginning on page 38.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

Our principal executive office is located at 17870 Castleton Street, Suite 250, City of Industry, California 91748.  Our corporate telephone phone number is (626) 964-5788.  Our corporate website is www.Stocosil.com.

THE DATE OF THIS OFFERING CIRCULAR IS November 10, 2016.

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TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	3
Special Note Regarding Forward-Looking Statements	31
Dilution	32
Plan of Distribution	33
Use of Proceeds	38
Business	39
Description of Property	51
Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Directors, Executive Officers and Significant Employees	57
Compensation of Directors and Executive Officers	58
Security Ownership of Management and Certain Security holders	59
Interest of Management and Others in Certain Transactions	60
Securities Being Offered	62
Financial Statements	F-1

No person has been authorized to give any information or to make any representation other than those contained in or incorporated by reference in this Offering Circular.  You should rely only on the information contained in this Offering Circular and in any “testing the waters” materials prepared by or on behalf of us and delivered or made available to you.  Neither we nor any person acting on our behalf have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.  The information contained in this Offering Circular or any “testing the waters” materials is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock.  Our business, financial condition, operating results, and prospects may have changed since that date.

Until ______ , 2016 (90 days after qualification of the Offering Statement of which this Offering Circular forms a part), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this Offering, may be required to deliver a copy Offering Circular subject to the provisions of Rule 251(d)(2)(ii) under Regulation A.

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SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire Offering Circular carefully, especially the section in this Offering Circular titled “Risk Factors,” before making an investment decision.

As used in this Offering Circular, references to “Stocosil,” “the Company,” “we,” “us,” or “our” refer to Stocosil Inc.

Overview

Our Company

The Company has elected its fiscal year end to be June 30.

Stocosil was founded by incubator Autotelic Inc. in December 2014 for the purpose of licensing and commercializing ST-101, a fixed-dose combination bilayer tablet of olmesartan medoxomil (an angiotensin II receptor blocker) for the treatment of hypertension and rosuvastatin calcium (a statin) for the treatment of hypercholesterolemia.

ST-101 is currently marketed in South Korea under the brand name Olostar® by Daewoong Pharmaceuticals. Stocosil has licensed the rights from Daewoong to commercialize ST-101 in the United States, Canada, Japan, Taiwan and Australia, as well as several Latin American countries. The license includes Daewoong’s patent portfolio, comprising a key drug formulation patent.

Our business plan is to develop and market ST-101 in the United States and other countries in which we hold a license. No fixed-dose combination of olmesartan medoxomil and rosuvastatin calcium currently exists in the United States. Worldwide sales of the branded versions of olmesartan medoxomil (Benicar®) and rosuvastatin calcium (Crestor®) in 2014 were $1.2 billion and $7.6 billion, respectively.   Both Benicar® and Crestor® are scheduled to go off patent in 2016.

Our pipeline includes follow-on products of therapeutic drug monitoring (“TDM”) for hypertension patients and tailored therapy for optimal dosing (ST-102) and therapeutic drug (ST-103) for treatment of Familial Hypercholesterolemia, or “FH”, defined below.  Our management team has significant experience in drug development.

Risks Related to Our Business

Our business and our ability to execute our business strategy are subject to a number of risks as more fully described in the section titled “Risk Factors.”  These risks include, among others:

 

·  We are a development-stage company subject to all of the risks and uncertainties of a new business, including the risk that we may never develop, complete development or market any of our products or generate product related revenues.

·  We do not have any products that are approved for commercial sale and therefore do not expect to generate any revenues from product sales in the foreseeable future, if ever.

·  We are heavily dependent on the success of ST-101 ST-102 and ST-103, and we cannot give any assurance that any of our products will receive regulatory approval, which is necessary before the products can be commercialized.

·  We expect to rely on third parties to manufacture our clinical ST-101, ST-102 and ST-103 supplies and we intend to rely on third parties to produce commercial supplies of any approved product, and our commercialization of any of our products could be stopped, delayed or made less profitable if those third parties fail to obtain approval of the FDA or comparable foreign regulatory authorities, fail to provide us with sufficient quantities of products or fail to do so at acceptable quality levels or prices.

 ·  Even if we receive regulatory approval for any of our products, we will be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense. Additionally, our products, if approved, could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.

 ·  No active market for our common stock exists or may develop, and you may not be able to resell your common stock at or above the initial public offering price. 

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Regulation A+

We are offering our common stock pursuant to recently adopted rules by the Securities and Exchange Commission mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.  These offering rules are often referred to as “Regulation A+.”  We are relying upon “Tier 2” of Regulation A+, which allows us to offer of up to $50 million in a 12-month period.

In accordance with the requirements of Tier 2 of Regulation A+, we will be required to publicly file annual, semiannual, and current event reports with the Securities and Exchange Commission after the qualification of the offering statement of which this Offering Circular forms a part.

The Offering

Common Stock Offered By Us	Minimum: 166,667  shares Maximum: 733,340 shares
Common Stock Outstanding After This Offering	Minimum:   5,982,170  shares* Maximum:   6,548,843   shares* *includes 1,360,958 shares we intend to issue upon conversion of outstanding convertible notes upon the closing of this offering.
Placement Agent	We have engaged Boustead Securities, LLC, a Financial Industry Regulatory Authority (“FINRA”) and Securities Investors Protection Corporation (“SIPC”) broker dealer (“Boustead Securities;” “Placement Agent”) as the Placement Agent for this Offering.   The Placement Agent must sell the minimum number of shares offered if any are sold.  The Placement Agent is required to use only its best efforts to sell the shares offered.
Use of proceeds	We intend to use the net proceeds of this offering to undertake commercial launch activities for ST-101, to establish sales & marketing capabilities, and for other research and product development activities, working capital and general corporate purposes. See “Use of Proceeds” for a more detailed description of the intended use of proceeds from this offering.
Offering price	$15.00 per share
Gross Proceeds	Minimum: Offering: $2,500,005 Maximum Offering: $11,000,100
Closing	The offering will terminate upon the earlier of: (i) a date mutually acceptable to us and our Placement Agent after the minimum number of shares is sold, or (ii) February 28, 2017 (which date may be extended at our discretion) (the “Offering Termination Date”).  . If we do not sell the minimum number of shares by February 28, 2017, all funds will be promptly returned to investors without interest or deduction. If we complete this offering, net proceeds will be delivered to us on the closing date.
Risk Factors	See “Risk Factors” and other information included in this Offering Circular for a discussion of factors that you should consider carefully before deciding to invest in our common stock.
Secondary Trading	We anticipate that the Placement Agent for this offering will apply for quoting of our common stock on the OTC Markets or an approved secondary marketplace upon the qualification of the offering statement of which this Offering Circular forms a part.

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 RISK FACTORS

Investing in our common stock involves a high degree of risk.  You should carefully consider the risks described below, as well as the other information in this Offering Circular before deciding whether to invest in our common stock.  The occurrence of any of the events or developments described below could harm our financial condition, results of operations, business and prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may harm our business, financial conditions, result of operations and prospects.

Risks Related to Our Financial Position and Capital Requirements

We are a development-stage company subject to all of the risks and uncertainties of a new business, including the risk that we may never develop, complete development or market any of our products or generate product related revenues.

We are a development-stage pharmaceutical company that began operating and commenced research and development activities in 2014.  Pharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. There is no assurance that any of our potential products, ST-101, ST-102 and ST-103 (“products”), will be suitable for therapeutic use, or develop market and commercialize these products. We do not expect any of the products to be commercially available for a few years, if ever.  We expect the clinical development of our products will require significant additional effort, resources, time and expenses.  If we are unable to make our products commercially available, we may not be able to fund future operations.  Even if we are able to commercialize our potential products, there is no assurance that the product (s) would generate revenues or that any revenues generated would be sufficient for us to become profitable or thereafter maintain profitability.

We do not have any products that are approved for commercial sale and therefore do not expect to generate any revenues from product sales in the foreseeable future, if ever.

We have not generated any product related revenues to date, and do not expect to generate any such revenues for at least the next several years, if ever. To obtain revenues from sales of our potential products, we must succeed, either alone or with third parties, in developing, obtaining regulatory approval for, manufacturing and marketing these products with commercial potential. We may never succeed in these activities, and we may not generate sufficient revenues to continue our business operations or achieve profitability.

We have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future.

The Company was incorporated on December 11, 2014. As of June 30, 2016, our accumulated deficit was $3,648,939. Nevertheless, we will continue to incur significant research and development and other expenses related to our ongoing development of our products. We have incurred operating losses since our inception, expect to continue to incur significant operating losses for the foreseeable future, and we expect these losses to increase as we: (i) conduct preclinical and clinical testings, (ii) perform clinical trials (iii) seek regulatory approvals for and (iv) commercialization of our drug candidates (ST-101, ST-102 and ST-103). These activities would require expansion of our corporate infrastructure and headcounts, including the costs to file this Form 1-A (Amended a) and audit associated with being a future public company. As such, we are subject to all risks incidental to the development of new pharmaceutical products and related companion diagnostics, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Our continuing losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital.

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We will require substantial additional funding which may not be available to us on acceptable terms, or at all. If we fail to raise the necessary additional capital, we may be unable to complete the development and commercialization of our products, or continue our development programs.

Our operations have consumed substantial amounts of cash since inception. We expect to significantly increase our spending to advance the development of our products and launch and commercialize the products for which we receive regulatory approval, including building our own commercial organizations to address certain markets. We will require additional capital for the further development and commercialization of our products, as well as to fund our other operating expenses and capital expenditures.

We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our products. We may also seek collaborators for the products at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. Any of these events could significantly harm our business, financial condition and prospects.

Our future capital requirements will depend on many factors, including:

·  the progress of the development of our products, ST-101, ST-102 and ST-103;

·  the time and costs involved in obtaining regulatory approvals, including orphan drug approval for ST-103 HoFH;

·  the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims;

·  our plans to establish sales, marketing and/or manufacturing capabilities;

·  the effect of competing technological and market developments;

·  the terms and timing of any collaborative, licensing and other arrangements that we may establish;

·  general market conditions for offerings from pharmaceutical companies;

·  our ability to establish, enforce and maintain selected strategic alliances and activities required for product commercialization; and

·  our revenues, if any, from successful development and commercialization of the products.

In order to carry out our business plan and implement our strategy, we anticipate that we will need to obtain additional financing from time to time and may choose to raise additional funds through strategic collaborations, licensing arrangements, public or private equity or debt financing, bank lines of credit, asset sales, government grants, or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional equity or equity-related financing may be dilutive to our stockholders, and debt or equity financing, if available, may subject us to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to certain of our products or marketing territories.

Our inability to raise capital when needed would harm our business, financial condition and results of operations, and could cause our stock price to decline or require that we wind down our operations altogether.

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Risks Related to Our Business and Industry

We are heavily dependent on the success of ST-101, ST-102 and ST-103, and we cannot give any assurance that any of our products will receive regulatory approval, which is necessary before the products can be commercialized.

To date, we have invested a significant portion of our efforts and financial resources in the acquisition and development of the product candidates. As an early stage company, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the pharmaceutical area. Our future success is substantially dependent on our ability to successfully develop, obtain regulatory approval for, and then successfully commercialize such products. The products are currently in clinical development. Our business depends entirely on the successful development and commercialization of the products, which may never occur. We currently generate no revenues from any sales, and we may never be able to develop or commercialize a marketable drug.

The successful development, and any commercialization, of our technologies and any of the products would require us to successfully perform a variety of functions, including:

·  developing both ST-101, ST-102 and ST-103;

·  identifying, developing, manufacturing and commercializing the products;

·  entering into successful licensing and other arrangements with product development partners;

·  obtaining regulatory approval for the products;

·  conducting sales and marketing activities.

Our operations have been limited to organizing our company, acquiring, developing and securing our proprietary technology and identifying and obtaining early preclinical data or clinical data for the products. These operations provide a limited basis for you to assess our ability to continue to develop ST-101, ST-102 and ST-103, to develop and commercialize any other product that we are able to enter into successful collaborative arrangements with other companies, as well as for you to assess the advisability of investing in our securities. Each of these requirements will require substantial time, effort and financial resources.

Each of the products will require additional preclinical and clinical development, management of preclinical, clinical and manufacturing activities, and obtaining regulatory approval in multiple jurisdictions, obtaining manufacturing supply, building of a commercial organization, and significant marketing efforts before we generate any revenues from product sales. We are not permitted to market or promote any of the products in the U.S. before we receive regulatory approval from the U.S. Food and Drug Administration, or FDA, or comparable foreign regulatory authorities in the applicable territory, and we may never receive such regulatory approval for any of the products, anywhere in the world. In addition, TDM companion diagnostics are subject to regulation as medical devices and must themselves be approved for marketing in the U.S. by the FDA or certain other foreign regulatory agencies in their respective territories before we may commercialize ST-102.

            Our most rapid and cost effective access to market approval for our products depends on meeting the conditions for approval under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act, or FFDCA.

We are seeking approval for our products under Section 505(b)(2) of the FFDCA, enacted as part of the Drug Price Competition and Patent Restoration Act of 1984, otherwise known as the Hatch-Waxman Act, which permits applicants to rely in part on preclinical and clinical data generated by third parties.

Specifically, with respect to our products, we are relying in part on third party data on olmesartan medoxomil and rosuvastatin calcium, which are the active ingredients in our products and each are separately approved products in the US. There can be no assurance that the FDA will not require us to conduct additional preclinical or clinical studies or otherwise obtain new supplementary data with respect to some or all of the data upon which we may rely prior to approving NDAs for our products.

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Our NDA also relies on prior FDA findings of safety and effectiveness of previously approved reference drugs, and we will make certifications in our NDA under Section 505(b)(2) requirements based on the listed patents in the FDA publication “Approved Drug Products with Therapeutics Equivalence Evaluations,” or the Orange Book, for certain of these referenced products. In the event that one or more patents is listed in the Orange Book for the referenced product after our submission of additional information in support of our NDA for FDC, we may also be required to evaluate the applicability of these patents to our products and submit additional certifications. A paragraph III certification, stating that a listed patent has not expired, but will expire on a particular date, may delay the approval of our products until the expiration of the patent. A paragraph IV certification, stating that a listed patent is invalid, unenforceable, or not infringed by our products may require us to notify the patent owner and the holder of the NDA for the referenced product of the existence of the NDA for our particular product, and may result in patent litigation against us and the entry of a 30-month stay of FDA’s ability to issue final approval of the 505(b)(2) NDA for such product.

Our success also relies, in part, on obtaining Hatch-Waxman marketing exclusivity in connection with any approval of a NDA for our product. Such exclusivity protection would preclude the FDA from approving a marketing application for a duplicate of our product, a product that the FDA views as having the same conditions of approval as our product (for example, the same indication, the same route of delivery and/or other conditions of use), or a 505(b)(2) NDA submitted to the FDA with our product as the reference product, for a period of three years from the date of our approval, although the FDA may accept and commence review of such applications. This form of exclusivity may not prevent FDA approval of an NDA that relies only on its own data to support the change or innovation. Similarly, if, prior to approval of the  NDA for our product, another company obtains approval for a product candidate under, in the view of the FDA, the same conditions of approval that we are seeking for our product, our product could be blocked until the other company’s three-year Hatch-Waxman marketing exclusivity expires.

Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results of preclinical studies and early clinical trials of the products may not be predictive of the results of later-stage clinical trials. The products in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. It is not uncommon for companies in the pharmaceutical industry to suffer significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. Our future clinical trial results may not be successful.

Each product’s development risk is heightened by any changes in the planned clinical trials compared to the completed clinical trials. As products are developed through preclinical to early and late stage clinical trials towards approval and commercialization, it is customary that various aspects of the development program, such as manufacturing and methods of administration, are altered along the way in an effort to optimize processes and results. While these types of changes are common and are intended to optimize the products for late stage clinical trials, approval and commercialization, such changes do carry the risk that they will not achieve these intended objectives.

We have not previously initiated or completed a corporate-sponsored clinical trial. Consequently, we may not have the necessary capabilities, including adequate staffing, to successfully manage the execution and completion of any clinical trials we initiate, including our planned clinical trials of ST-101, ST-102 and ST-103, in a way that leads to our obtaining marketing approval for the product candidates in a timely manner, or at all.

In the event we are able to conduct a pivotal clinical trial of our products, the results of such trial may not be adequate to support marketing approval. For any such pivotal trial, if the FDA disagrees with our choice of primary endpoint or the results for the primary endpoint are not robust or significant relative to control, are subject to confounding factors, or are not adequately supported by other study endpoints, including targeted BP and LDC-C levels, the FDA may refuse to approve our products   based on such pivotal trial. The FDA may require additional clinical trials as a condition for approving our products.

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Delays in clinical testing could result in increased costs to us and delay our ability to generate revenue.

Although we are planning for certain clinical trials relating to ST-101, ST-102 and ST-103, there can be no assurance that the FDA will accept our proposed trial designs. We may experience delays in our clinical trials and we do not know whether planned clinical trials will begin on time, need to be redesigned, enroll patients on time or be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays related to:

·  obtaining regulatory approval to commence a trial;

·  reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

·  obtaining institutional review board, or IRB, approval at each site;

·  recruiting suitable patients to participate in a trial;

·  clinical sites deviating from the clinical trial protocol or dropping out of a trial;

·  having patients complete a trial or return for post-treatment follow-up;

·  developing and validating TDM companion diagnostics on a timely basis;

·  adding new clinical trial sites; or

·  manufacturing sufficient quantities of the products for use in clinical trials.

Patient enrollment, a significant factor in the timing of clinical trials, is affected by many factors including the size and nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of the clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating. Furthermore, we intend to rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and we intend to have agreements governing their committed activities, we will have limited influence over their actual performance.

We could encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by the Data Safety Monitoring Board, or DSMB, for such trial or by the FDA or other regulatory authorities. Such authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial.

If we experience delays in the completion of, or termination of, any clinical trial of the products, the commercial prospects of the products will be harmed, and our ability to generate product revenues from any of these products will be delayed. In addition, any delays in completing our clinical trials will increase our costs, slow down our product development and approval process and jeopardize our ability to commence product sales and generate revenues. Any of these occurrences may harm our business, financial condition and prospects significantly. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of the products.

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            Competition for patients in conducting clinical trials may prevent or delay product development and strain our limited financial resources.

Many pharmaceutical companies are conducting clinical trials in patients with the disease indications that our potential products target. As a result, we must compete with them for clinical sites, physicians and the limited number of patients who fulfill the stringent requirements for participation in clinical trials. Also, due to the confidential nature of clinical trials, we do not know how many of the eligible patients may be enrolled in competing studies and who are consequently not available to us for our clinical trials. Our clinical trials may be delayed or terminated due to the inability to enroll enough patients. Patient enrollment depends on many factors, including the size of the patient population, the nature of the trial protocol, the proximity of patients to clinical sites and the eligibility criteria for the study. The delay or inability to meet planned patient enrollment may result in increased costs and delays or termination of the trial, which could have a harmful effect on our ability to develop products.

The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our products, our business will be substantially harmed.

The time required to obtain approval by the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a products clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any of our products and it is possible that none of our existing products or any product we may seek to develop in the future will ever obtain regulatory approval.

Our products could fail to receive regulatory approval for many reasons, including the following:

·  the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

·  we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that our products are safe and effective for its proposed indication;

·  the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

·  the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

·  the FDA or comparable foreign regulatory authorities may fail to approve the TDM companion diagnostics we contemplate developing with partners;

· the FDA may disapprove the orphan drug designation for ST-103 HoFH; and

·  the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

This lengthy approval process as well as the unpredictability of future clinical trial results may result in our failing to obtain regulatory approval to market our products, which would significantly harm our business, results of operations and prospects.

In addition, even if we were to obtain approval, regulatory authorities may approve any of our products for fewer or more limited indications than we request, may not approve the price we intend to charge for our products, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve our products with a label that does not include the labeling claims necessary or desirable for the successful commercialization of our products. Any of the foregoing scenarios could materially harm the commercial prospects for our products.

We have not previously submitted a New Drug Application, or NDA, to the FDA, or similar drug approval filings to comparable foreign authorities, for our products, and we cannot be certain that any of our products will be successful in clinical trials or receive regulatory approval. Further, our products may not receive regulatory approval even if they are successful in clinical trials. If we do not receive regulatory approvals for our products, we may not be able to continue our operations. If the markets for patients that we are targeting for our products are not as significant as we estimate, we may not generate significant revenues from sales of such products, if approved.

We plan to seek regulatory approval to commercialize our products in the U.S., Canada, Japan, Taiwan, certain South American countries and Australia. While the scope of regulatory approval is similar in other countries, to obtain separate regulatory approval in many other countries we must comply with numerous and varying regulatory requirements of such countries regarding safety and efficacy and governing, among other things, clinical trials and commercial sales, pricing and distribution of our products, and we cannot predict success in any jurisdictions.

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            Our products may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any.

Undesirable side effects caused by our products could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign authorities.  The drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.

Additionally if one or more of our products receive marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including:

·  regulatory authorities may withdraw approvals of such products;

·  regulatory authorities may require additional warnings on the label for such products;

·  we may be required to create a medication guide outlining the risks of such side effects for distribution to patients

·  we could be sued and held liable for harm caused to patients; and

·  our reputation may suffer

Any of these events could prevent us from achieving or maintaining market acceptance of the particular product or for particular indications of a product, if approved, and could significantly harm our business, results of operations and prospects.

            We rely on third parties to conduct our preclinical and clinical trials. If these third parties do not successfully perform their contractual legal and regulatory duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our products and our business could be substantially harmed.

We plan to rely upon third-party CROs to monitor and manage data for our preclinical and clinical programs. We rely on these parties for execution of our preclinical and clinical trials, and control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on the CROs does not relieve us of our regulatory responsibilities. We and our CROs are required to comply with current good clinical practices, or cGCP, which are regulations and guidelines enforced by the FDA, or in foreign jurisdictions, promulgated and enforced by the applicable regulatory authorities of such foreign jurisdictions, for all of our products in clinical development.

Regulatory authorities enforce these cGCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of our CROs fail to comply with applicable cGCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials comply with cGCP regulations. In addition, our clinical trials must be conducted with products produced under current good manufacturing practices, or cGMP, regulations. Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process.

If any of our relationships with our CROs terminate, we may not be able to enter into arrangements with alternative CROs or to do so on commercially reasonable terms. In addition, our CROs are not our employees, and except for remedies available to us under our agreements with such CROs, we cannot control whether or not they devote sufficient time and resources to our clinical, nonclinical and preclinical programs. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatory approval for or successfully commercialize our products. As a result, our operations and the commercial prospects for our products would be harmed, our costs could increase and our ability to generate revenues could be delayed.

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Switching or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects.

We expect to rely on third parties to manufacture our clinical ST-101, ST-102 and ST-103 supplies and we intend to rely on third parties to produce commercial supplies of any approved product, and our commercialization of any of our products could be stopped, delayed or made less profitable if those third parties fail to obtain approval of the FDA or comparable foreign regulatory authorities, fail to provide us with sufficient quantities of products or fail to do so at acceptable quality levels or prices.

We do not currently have nor do we plan to acquire the infrastructure or capability internally to manufacture our clinical supplies or products for use in the conduct of our clinical trials, and we lack the resources and the capability to manufacture any of our products on a clinical or commercial scale. We do not control the manufacturing process of, and are completely dependent on, our contract manufacturing partners for compliance with the cGMP regulatory requirements for manufacture of both active drug substances and finished drug products. If our contract manufacturers cannot successfully manufacture material that conforms to the strict regulatory requirements of the FDA or other foreign regulatory authorities, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. In addition, we have no control over the ability of our contract manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or a comparable foreign regulatory authority does not approve these facilities for the manufacture of our products or if it withdraws any such approval in the future, we may need to find alternative manufacturing facilities, which would significantly impact our ability to develop, obtain regulatory approval for or market our products , if approved.

With respect to ST-101, we are solely dependent on and are required to purchase from Daewoong all of our required supplies of ST-101, and there can be no assurance that the product we receive from Daewoong is manufactured in accordance with applicable regulatory requirements or that Daewoong will provide us with all of the product that we require.  Our reliance on Daewoong and any failure of Daewoong to supply ST-101, would impact our ability to further develop and obtain approval for ST-101, ST-102 and ST-103, or to successfully commercialize the products, even if approved.  Any failure of Daewoong in supplying ST-101 to meet our requirements, including cGMP standards, would risk significant delay and potential non-approvability of ST-101, which would have a material adverse effect on our business and operations.

If we terminate Daewoong as our manufacturing CRO, we may not be able to enter into arrangements with alternative CROs or to do so on commercially reasonable terms. Switching or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects.

Material necessary to manufacture our products may not be available on commercially reasonable terms, or at all, which may delay the development and commercialization of our products.

We rely on our manufacturers to produce or purchase from third-party suppliers the materials necessary to produce our products for our clinical trials. There are a limited number of suppliers for raw materials that we use to manufacture our drugs and there may be a need to assess alternate suppliers to prevent a possible disruption of the manufacture of the materials necessary to produce our products for our clinical trials, and if approved, ultimately for commercial sale. We do not have any control over the process or timing of the acquisition of these raw materials by our manufacturers. Except for the manufacture and supply of ST-101, we currently do not have any agreements for the production of products. Any significant delay in the supply of a product, or the raw material components thereof, for an ongoing clinical trial due to the need to replace a third-party manufacturer could considerably delay completion of our clinical trials, product testing and potential regulatory approval of our products. If our manufacturers or we are unable to purchase these raw materials after regulatory approval has been obtained for our product, the commercial launch of our product would be delayed or there would be a shortage in supply, which would impair our ability to generate revenues from the sale of our product.

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We expect to continue to depend on third-party contract manufacturers for the foreseeable future. We have not entered into long-term agreements with any of our current contract manufacturers or with any fill/finish suppliers, and though we intend to do so prior to commercial launch of our products in order to ensure that we maintain adequate supplies of finished product, we may be unable to enter into such an agreement or do so on commercially reasonable terms, which could have a material adverse impact upon our business.

We currently have no sales and marketing organization. If we are unable to establish a direct sales force in the U.S. to promote our products, the commercial opportunity for our products may be diminished.

We currently have no sales and marketing organization. If any of our products are approved by the FDA, The Company plans to commercialize ST-101 through the pharmaceutical distribution channels with partner(s) either through an exclusive or non-exclusive distribution license or partnership.  The partner would already have established footprint/sale force in the applicable territory with menu of similar products, allowing us to rapidly launch our products without incurring cost associated with building out a sales and marketing team. The Company may build a core sales and marketing team to oversee the sales and marketing of ST-101.  This core team will be responsible for the build out of sales and marketing team to support the launch of ST-102 and ST-103 and all subsequent products in its pipeline. We will incur significant additional expenses and commit significant additional management resources to establish our sales force. We may not be able to establish these capabilities despite these additional expenditures. We will also have to compete with other pharmaceutical and biotechnology companies to recruit, hire and train sales and marketing personnel. If we elect to rely on third parties to sell our products in the U.S., we may receive less revenue than if we sold our products directly. In addition, although we would intend to diligently monitor their activities, we may have little or no control over the sales efforts of those third parties. In the event we are unable to develop our own sales force or collaborate with a third party to sell our products, we may not be able to commercialize our products which would negatively impact our ability to generate revenue.

We may not be able to enter into any marketing arrangements on favorable terms or at all. If we are unable to enter into a marketing arrangement for our products, we may not be able to develop an effective sales force to successfully commercialize our products. If we fail to enter into marketing arrangements for our products and are unable to develop an effective sales force, our ability to generate revenue would be limited.

We may need others to market and commercialize our product candidates in international markets.

In the future, if appropriate regulatory approvals are obtained, we may commercialize our products in international markets. However, we have not decided how we will commercialize our products in those markets. We may decide to build our own sales force or sell our products through third parties. If we decide to sell our products in international markets through a third party, we may not be able to enter into any marketing arrangements on favorable terms or at all. In addition, these arrangements could result in lower levels of income to us than if we marketed our products entirely on our own. If we are unable to enter into a marketing arrangement for our products in international markets, we may not be able to develop an effective international sales force to successfully commercialize our products in international markets. If we fail to enter into marketing arrangements for our products and are unable to develop an effective international sales force, our ability to generate revenue would be limited.

Even if we receive regulatory approval for any of our products, we will be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense. Additionally, our products, if approved, could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.

Any regulatory approvals that we receive for our products may also be subject to limitations on the approved indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase IV clinical trials, and surveillance to monitor the safety and efficacy of the product. In addition, if the FDA or a comparable foreign regulatory authority approves any of our products, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMPs and cGCPs for any clinical trials that we conduct post-approval. The future discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

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·  restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory product recalls;

·  fines, warning letters or holds on clinical trials;

·  refusal by the FDA to approve pending applications or supplements to approved applications filed by us, or suspension or revocation of product license approvals;

·  product seizure or detention, or refusal to permit the import or export of products; and

·  injunctions or the imposition of civil or criminal penalties.

The FDA’s policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our products. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, which would adversely affect our business, prospects and ability to achieve or sustain profitability.

We will need to obtain FDA approval of any proposed product brand names, and any failure or delay associated with such approval may adversely impact our business.

A pharmaceutical product cannot be marketed in the U.S. or other countries until we have completed rigorous and extensive regulatory review processes, including approval of a brand name. Any brand names we intend to use for our products will require approval from the FDA regardless of whether we have secured a formal trademark registration from the U.S. Patent and Trademark Office, or the PTO. The FDA typically conducts a review of proposed product brand names, including an evaluation of potential for confusion with other product names. The FDA may also object to a product brand name if the FDA believes the name inappropriately implies medical claims. If the FDA objects to any of our proposed product brand names, we may be required to adopt an alternative brand name for our products.  We may be required to expend significant resources in an effort to identify a suitable product brand name that would qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA. We may be unable to build a successful brand identity for a new trademark in a timely manner or at all, which would limit our ability to commercialize our products.

Our failure to successfully discover, acquire, develop and market additional product candidates or approved products would impair our ability to grow.

As part of our growth strategy, we intend to develop and market additional products and product candidates. We are pursuing various therapeutic opportunities through our pipeline. We may spend several years completing our development of any particular current or future internal product candidate, and failure can occur at any stage. The product candidates to which we allocate our resources may not end up being successful. In addition, because our internal research capabilities are limited, we may be dependent upon pharmaceutical and biotechnology companies, academic scientists and other researchers to sell or license products or technology to us. The success of this strategy depends partly upon our ability to identify, select, discover and acquire promising pharmaceutical product candidates and products. Failure of this strategy would impair our ability to grow.

The process of proposing, negotiating and implementing a license or acquisition of a product candidate or approved product is lengthy and complex. Other companies, including some with substantially greater financial, marketing and sales resources, may compete with us for the license or acquisition of product candidates and approved products. We have limited resources to identify and execute the acquisition or in-licensing of third-party products, businesses and technologies and integrate them into our current infrastructure. Moreover, we may devote resources to potential acquisitions or in-licensing opportunities that are never completed, or we may fail to realize the anticipated benefits of such efforts. We may not be able to acquire the rights to additional product candidates on terms that we find acceptable, or at all.

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In addition, future acquisitions may entail numerous operational and financial risks, including:

·  disruption of our business and diversion of our management’s time and attention to develop acquired products or technologies;

·  incurrence of substantial debt, dilutive issuances of securities or depletion of cash to pay for acquisitions;

·  higher than expected acquisition and integration costs;

·  difficulty in combining the operations and personnel of any acquired businesses with our operations and personnel;

·  increased amortization expenses;

·  impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership;

·  inability to motivate key employees of any acquired businesses; and

·  assumption of known and unknown liabilities.

Further, any product candidate that we acquire may require additional development efforts prior to commercial sale, including extensive clinical testing and approval by the FDA and applicable foreign regulatory authorities. All product candidates are prone to risks of failure typical of pharmaceutical product development, including the possibility that a product candidate will not be shown to be sufficiently safe and effective for approval by regulatory authorities.

Our commercial success depends upon us attaining significant market acceptance of our product candidates, if approved for sale, among physicians, patients, healthcare payors and the medical community.

Even if we obtain regulatory approval for our products, the product may not gain market acceptance among physicians, health care payors, patients and the medical community, which are critical to commercial success. Market acceptance of any product for which we receive approval depends on a number of factors, including:

· the efficacy and safety as demonstrated in clinical trials;

·  the timing of market introduction of such product candidate as well as competitive products;

·  the clinical indications for which the drug is approved;

·  acceptance by physicians and patients of the drug as a safe and effective treatment;

·  the safety of such product seen in a broader patient group, including its use outside the approved indications;

·  the availability, cost and potential advantages of alternative treatments, including individual generic drugs;

·  the availability of adequate reimbursement and pricing by third-party payors and government authorities;

·  the relative convenience and ease of administration of ST-101 for clinical practices;

·  the product labeling or product insert required by the FDA or regulatory authority in other countries;

·  the prevalence and severity of adverse side effects; and

·  the effectiveness of our sales and marketing efforts.

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If any product candidate that we develop does not provide a treatment regimen that is as beneficial as, or is perceived as being as beneficial as, the current standard of care or otherwise does not provide patient benefit, that product, if approved for commercial sale by the FDA or other regulatory authorities, likely will not achieve market acceptance. Our ability to effectively promote and sell any approved products will also depend on pricing and cost-effectiveness, including our ability to produce a product at a competitive price and our ability to obtain sufficient third-party coverage or reimbursement. If any product is approved but does not achieve an adequate level of acceptance by physicians, patients and third-party payors, our ability to generate revenues from that product would be substantially reduced. In addition, our efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources, are subject to FDA rules and policies on product promotion, and may never be successful.

If we cannot compete successfully against other biotechnology and pharmaceutical companies, we may not be successful in developing and commercializing our technology and our business will suffer.

The biotechnology and pharmaceutical industries are characterized by intense competition and rapid technological advances, both in the U.S. and internationally. Our products compete directly with current marketed products, olmesartan medoxomil and rosuvastatin calcium.  Olmesartan medoxomil is already approved for treating hypertension and rosuvastatin calcium is already approved for treating hypercholesterolemia.  Each drug mentioned above will compete with our products. Specifically, we will compete against fully integrated pharmaceutical companies and smaller companies that are collaborating with larger pharmaceutical companies, academic institutions, government agencies and other public and private research organizations. Many of these competitors have validated technologies with individual drugs, which are already FDA-approved or are in various stages of development. In addition, many of these competitors, either alone or together with their collaborative partners, operate larger research and development programs and have substantially greater financial resources than we do, as well as significantly greater experience in:

·  developing product candidates and technologies generally;

·  undertaking preclinical testing and clinical trials;

·  obtaining FDA and other regulatory approvals of product candidates;

·  formulating and manufacturing product candidates; and

·  launching, marketing and selling product candidates.

Many of our competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing and manufacturing organizations. Additional mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors. As a result, these companies may obtain regulatory approval more rapidly than we are able and may be more effective in selling and marketing their products as well. Smaller or early-stage companies or generic pharmaceutical manufacturers may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis certain drug products that are more effective or less costly than any product that we are currently developing or that we may develop. If approved, our products will face competition from commercially available drugs as well as drugs that are in the development pipelines of our competitors and later enter the market.

Established pharmaceutical companies may invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make our products less competitive. In addition, any new product that competes with an approved product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition and to be commercially successful. Accordingly, our competitors may succeed in obtaining patent protection, receiving FDA or other regulatory approval or discovering, developing and commercializing medicines before we do, which would have a material adverse impact on our business. If our technologies fail to compete effectively against third party technologies, our business will be adversely impacted.

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We expect that our ability to compete effectively will depend upon our ability to:

·  successfully and efficiently complete clinical trials and submit for and obtain all requisite regulatory approvals in a cost-effective manner;

·  maintain a proprietary position for our products and manufacturing processes and other related product technology;

·  attract and retain key personnel;

·  develop relationships with physicians prescribing these products; and

·  build an adequate sales and marketing infrastructure for our product candidates.

Because we will be competing against significantly larger companies with established track records, we will have to demonstrate that, based on experience, clinical data, side-effect profiles and other factors, our products, if approved, are competitive with other products.

If approved, our products will face competition from less expensive generic individual products of competitors and, if we are unable to differentiate the benefits of our products over these less expensive alternatives, we may never generate meaningful product revenues.

Olmesartan medoxomil and rosuvastatin calcium therapies will be sold individually as generic products at lower prices in the near future, when the patents covering them begin to expire in approximately 2016 or earlier if the patents are successfully challenged. We anticipate that, if approved, our products will face increased competition in the form of generic versions of branded products of competitors that have lost or will lose their patent exclusivity. For example, ST-101, if approved, will initially face competition from the less expensive generic forms of olmesartan medoxomil and rosuvastatin calcium. If we are unable to demonstrate to physicians, health care payors, patients and the medical community that the key differentiating features of our products translate to overall clinical benefit or lower cost of care, we may not be able to compete with generic alternatives.

Reimbursement may be limited or unavailable in certain market segments for our products, which could make it difficult for us to sell our products profitably.

There is significant uncertainty related to the third-party coverage and reimbursement of newly approved drugs. We intend to seek approval to market our products in the United States, Canada, Australia, Japan, Taiwan and certain South American countries. Market acceptance and sales of our products in both domestic and international markets will depend significantly on the availability of adequate coverage and reimbursement from third-party payors for any of our products and may be affected by existing and future health care reform measures. Government and other third-party payors are increasingly attempting to contain healthcare costs by limiting both coverage and the level of reimbursement for new drugs and, as a result, they may not cover or provide adequate payment for our products. These payors may conclude that our products are less safe, less effective or less cost-effective than existing or future introduced products, and third-party payors may not approve our products for coverage and reimbursement or may cease providing coverage and reimbursement for these products.

Obtaining coverage and reimbursement approval for a product from a government or other third-party payor is a time consuming and costly process that could require us to provide to the payor supporting scientific, clinical and cost-effectiveness data for the use of our products. We may not be able to provide data sufficient to gain acceptance with respect to coverage and reimbursement. If reimbursement of our future products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, we may be unable to achieve or sustain profitability.

In some foreign countries, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product candidate. To obtain reimbursement or pricing approval in some countries, we may be required to conduct additional clinical trials that compare the cost-effectiveness of our product candidates to other available therapies. If reimbursement of our product candidates is unavailable or limited in scope or amount in a particular country, or if pricing is set at unsatisfactory levels, we may be unable to achieve or sustain profitability of our products in such country.

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Healthcare reform measures could hinder or prevent our product candidates’ commercial success.

In both the U.S. and certain foreign jurisdictions, there have been and we expect there will continue to be a number of legislative and regulatory changes to the health care system that could impact our ability to sell our products profitably. The U.S. government and other governments have shown significant interest in pursuing healthcare reform. In particular, the Medicare Modernization Act of 2003 revised the payment methodology for many products under the Medicare program in the U.S. This has resulted in lower rates of reimbursement. In 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively, the Healthcare Reform Law, was enacted. The Healthcare Reform Law substantially changes the way healthcare is financed by both governmental and private insurers. Such government-adopted reform measures may adversely impact the pricing of healthcare products and services in the United States or internationally and the amount of reimbursement available from governmental agencies or other third-party payors.

There have been, and likely will continue to be, legislative and regulatory proposals at the federal and state levels directed at broadening the availability of healthcare and containing or lowering the cost of healthcare. We cannot predict the initiatives that may be adopted in the future. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may adversely affect the demand for any drug products for which we may obtain regulatory approval, as well as our ability to set satisfactory prices for our products, to generate revenues, and to achieve and maintain profitability.

Failure to successfully validate, develop and obtain regulatory approval for companion diagnostics could harm our long-term drug development strategy.

As one of the key elements of our clinical development strategy, we seek to identify patients within a disease category or indication who may derive selective and meaningful benefit from the products we are developing. In collaboration with our partners, for example, Autotelic Inc., we plan to develop TDM companion diagnostics to help us to more accurately identify patients within a particular category or indication, both during our clinical trials and in connection with the commercialization of certain of our products. TDM companion diagnostics are subject to regulation by the FDA and comparable foreign regulatory authorities as medical devices and require separate regulatory approval prior to commercialization. We do not develop TDM companion diagnostics internally and thus we are dependent on the sustained cooperation and effort of our third-party collaborators in developing and obtaining approval for these companion diagnostics. We and our collaborators may encounter difficulties in developing and obtaining approval for the companion diagnostics, including issues relating to selectivity/specificity, analytical validation, reproducibility, or clinical validation. Any delay or failure to develop or obtain regulatory approval of the TDM companion diagnostics could delay or prevent approval of our products. In addition, our collaborators may encounter production difficulties that could constrain the supply of the TDM companion diagnostics, and both they and we may have difficulties gaining acceptance of the use of the TDM companion diagnostics in the clinical community. If such companion diagnostics fail to gain market acceptance, it would have an adverse effect on our ability to derive revenues from sales of our products. In addition, the TDM companion diagnostic company with whom we contract may decide to discontinue selling or manufacturing the TDM companion diagnostic that we anticipate using in connection with development and commercialization of our products or our relationship with such diagnostic company may otherwise terminate. We may not be able to enter into arrangements with another diagnostic company to obtain supplies of an alternative diagnostic test for use in connection with the development and commercialization of our product candidates or do so on commercially reasonable terms, which could adversely affect and/or delay the development or commercialization of our products.

Our product development efforts may not be successful.

Our product development efforts for ST-101, ST-102 and ST-103 are designed to focus on hypertension and hyperlipidemia, these approaches and technologies that have not been widely studied. We are applying these approaches and technologies in our attempt to discover new treatments for conditions that are also the subject of research and development efforts of many other companies. These approaches and technologies may never be successful. 

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Our failure to find third party collaborators to assist or share in the costs of product development could materially harm our business, financial condition and results of operations.

Our strategy for the development and commercialization of our products may include the formation of collaborative arrangements with third parties. Potential third parties include biopharmaceutical, pharmaceutical and biotechnology companies, academic institutions and other entities. Third-party collaborators may assist us in:

·  funding research, preclinical development, clinical trials and manufacturing;

·  seeking and obtaining regulatory approvals; and

·  successfully commercializing any future product candidates.

If we are not able to establish further collaboration agreements, we may be required to undertake product development and commercialization at our own expense. Such an undertaking may limit the number of products that we will be able to develop, significantly increase our capital requirements and place additional strain on our internal resources. Our failure to enter into additional collaborations could materially harm our business, financial condition and results of operations.

In addition, our dependence on licensing, collaboration and other agreements with third parties may subject us to a number of risks. These agreements may not be on terms that prove favorable to us and may require us to relinquish certain rights in our products. To the extent we agree to work exclusively with one collaborator in a given area, our opportunities to collaborate with other entities could be curtailed. Lengthy negotiations with potential new collaborators may lead to delays in the research, development or commercialization of product candidates. The decision by our collaborators to pursue alternative technologies or the failure of our collaborators to develop or commercialize successfully any product candidate to which they have obtained rights from us could materially harm our business, financial condition and results of operations.

Adverse economic conditions may have material adverse consequences on our business, results of operations and financial condition.

Unpredictable and unstable changes in economic conditions, including recession, inflation, increased government intervention, or other changes, may adversely affect our general business strategy. We rely upon our ability to generate additional sources of liquidity and we may need to raise additional funds through public or private debt or equity financings in order to fund existing operations or to take advantage of opportunities, including acquisitions of complementary businesses or technologies. Any adverse event would have a material adverse impact on our business, results of operations and financial condition.

Because our development activities are expected to rely heavily on sensitive and personal information, an area which is highly regulated by privacy laws, we may not be able to generate, maintain or access essential patient samples or data to continue our research and development efforts in the future on reasonable terms and conditions, which may adversely affect our business.

We may have access to very sensitive data regarding patients. This data will contain information that is personal in nature. The maintenance of this data is subject to certain privacy-related laws, which impose upon us administrative and financial burdens, and litigation risks. For instance, the rules promulgated by the Department of Health and Human Services under the Health Insurance Portability and Accountability Act, or HIPAA, create national standards to protect patients’ medical records and other personal information in the U.S. These rules require that healthcare providers and other covered entities obtain written authorizations from patients prior to disclosing protected health care information of the patient to companies. If the patient fails to execute an authorization or the authorization fails to contain all required provisions, then we will not be allowed access to the patient’s information and our research efforts can be substantially delayed. Furthermore, use of protected health information that is provided to us pursuant to a valid patient authorization is subject to the limits set forth in the authorization (i.e., for use in research and in submissions to regulatory authorities for product approvals). As such, we are required to implement policies, procedures and reasonable and appropriate security measures to protect individually identifiable health information we receive from covered entities, and to ensure such information is used only as authorized by the patient. Any violations of these rules by us could subject us to civil and criminal penalties and adverse publicity, and could harm our ability to initiate and complete clinical studies required to support regulatory applications for our proposed products. In addition, HIPAA does not replace federal, state, or other laws that may grant individuals even greater privacy protections. We can provide no assurance that future legislation will not prevent us from generating or maintaining personal data or that patients will consent to the use of their personal information, either of which may prevent us from undertaking or publishing essential research. These burdens or risks may prove too great for us to reasonably bear, and may adversely affect our ability to achieve profitability or maintain profitably in the future.

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We may be exposed to liability claims associated with the use of hazardous materials and chemicals.

Our research and development activities may involve the controlled use of hazardous materials and chemicals. Although we believe that our safety procedures for using, storing, handling and disposing of these materials comply with federal, state and local laws and regulations, we cannot completely eliminate the risk of accidental injury or contamination from these materials. In the event of such an accident, we could be held liable for any resulting damages and any liability could materially adversely affect our business, financial condition and results of operations. We do not currently maintain hazardous materials insurance coverage. In addition, the federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous or radioactive materials and waste products may require us to incur substantial compliance costs that could materially harm our business.

If we are unable to retain and recruit qualified scientists and advisors, or if any of our key executives, key employees or key consultants discontinues his or her employment or consulting relationship with us, it may delay our development efforts or otherwise harm our business.

We may not be able to attract or retain qualified management and scientific and clinical personnel in the future due to the intense competition for qualified personnel among biotechnology, pharmaceutical and other businesses, particularly in Southern California. Our industry has experienced a high rate of turnover of management personnel in recent years. If we are not able to attract, retain and motivate necessary personnel to accomplish our business objectives, we may experience constraints that will significantly impede the successful development of any products, our ability to raise additional capital and our ability to implement our overall business strategy.

We are highly dependent on key members of our management and scientific staff, especially Vuong Trieu, Ph.D., President, Pyng Soon, CEO and Chulho Park, Ph. D., CBO. Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level, and senior managers as well as junior, mid-level, and senior scientific and medical personnel. The loss of any of our executive officers, key employees or key consultants and our inability to find suitable replacements could impede the achievement of our research and development objectives, potentially harm our business, financial condition and prospects. Furthermore, recruiting and retaining qualified scientific personnel to perform research and development work in the future is critical to our success. We may be unable to attract and retain personnel on acceptable terms given the competition among biotechnology, biopharmaceutical, pharmaceutical and health care companies, universities and non-profit research institutions for experienced scientists. Certain of our current officers, directors, scientific advisors and/or consultants or certain of the officers, directors, scientific advisors and/or consultants hereafter appointed may from time to time serve as officers, directors, scientific advisors and/or consultants of other pharmaceutical, biopharmaceutical or biotechnology companies. We do not maintain “key man” insurance policies on any of our officers or employees. All of our employees are employed “at will” and, therefore, each employee may leave our employment at any time.

We may not be able to attract or retain qualified management and scientific personnel in the future due to the intense competition for a limited number of qualified personnel among biopharmaceutical, biotechnology, pharmaceutical and other businesses. Many of the other pharmaceutical companies that we compete against for qualified personnel have greater financial and other resources, different risk profiles and a longer history in the industry than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high quality candidates than what we have to offer. If we are unable to continue to attract and retain high quality personnel, the rate and success at which we can develop and commercialize product candidates will be limited.

We plan to grant stock options or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance and aligning the interests of employees with those of our stockholders. If we are unable to implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees, including qualified scientific personnel, and attract additional qualified candidates, our business and results of operations could be adversely affected.

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Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business.

We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with FDA regulations, provide accurate information to the FDA, and comply with manufacturing standards we have established, comply with federal and state health-care fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. Stocosil has adopted an employee manual which includes Code of Business Conduct and Ethics., even though we do, it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant fines or other sanctions.

We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws and health information privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

If we obtain FDA approval for any of our products and begin commercializing those products in the U.S., our operations may be directly or indirectly through our customers, subject to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act. These laws may impact, among other things, our proposed sales, marketing and education programs. In addition, we may be subject to patient privacy regulation by both the federal government and the states in which we conduct our business. The laws that may affect our ability to operate include:

·  the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, to induce, or in return for, the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs;

·  federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent;

·  HIPAA, which created new federal criminal statutes that prohibit executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;

·  HIPAA, as amended by the Health Information Technology and Clinical Health Act, or HITECH, and its implementing regulations, which imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and

·  state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

If our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

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If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.

We face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater risk if we commercialize any products. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability, and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates, if approved. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

· decreased demand for our products;

·  injury to our reputation;

·  withdrawal of clinical trial participants;

·  initiation of investigations by regulators;

·  costs to defend the related litigation;

·  a diversion of management’s time and our resources;

·  substantial monetary awards to trial participants or patients;

·  product recalls, withdrawals or labeling, marketing or promotional restrictions;

·  loss of revenues from product sales; and

·  the inability to commercialize our products.

Our inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop.

We will need to increase the size of our Company and may not effectively manage our growth.

Our success will depend upon growing our business and our employee base. Over the next 12 months, we plan to add additional employees to assist us with research and development. Our future growth, if any, may cause a significant strain on our management, and our operational, financial and other resources. Our ability to manage our growth effectively will require us to implement and improve our operational, financial and management systems and to expand, train, manage and motivate our employees. These demands may require the hiring of additional management personnel and the development of additional expertise by management. Any increase in resources devoted to research and product development without a corresponding increase in our operational, financial and management systems could have a material adverse effect on our business, financial condition, and results of operations.

Any disruption in our research and development facilities could adversely affect our business, financial condition and results of operations.

Our principal executive office, which houses our research and development programs, is located in City of Industry, California.  Our facility may be affected by natural or man-made disasters. Earthquakes are of particular significance since our facility is located in an earthquake-prone area. We are also vulnerable to damage from other types of disasters, including power loss, attacks from extremist organizations, fire, floods and similar events. In the event that our facility was affected by a natural or man-made disaster, we may be forced to curtail our operations and/or rely on third-parties to perform some or all of our research and development activities. Although we believe we possess adequate insurance for damage to our property and the disruption of our business from casualties, such insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all. In the future, we may choose to expand our operations in either our existing facility or in new facilities. If we expand our worldwide operation locations, there can be no assurance that this expansion will occur without implementation difficulties, or at all.

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Our business and operations would suffer in the event of system failures.

Despite the implementation of security measures, our internal computer systems and those of our CROs and other contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we have not experienced any such system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our drug development programs. For example, the loss of clinical trial data from completed or ongoing or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our product candidates could be delayed.

If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.

If we raise additional capital, the loan and security agreement contains customary affirmative and negative covenants and events of default. The affirmative covenants may include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports and maintain insurance coverage. The negative covenants may include, among others, restrictions on transferring collateral, changing our business, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments and creating other liens on our assets, in each case subject to customary exceptions. If we default under the loan and security agreement, the lenders may accelerate all of our repayment obligations and take control of our pledged assets, if any, potentially requiring us to renegotiate our agreement on terms less favorable to us or to immediately cease operations. Further, if we are liquidated, the lender’s right to repayment would be senior to the rights of the holders of our common stock to receive any proceeds from the liquidation. The lenders could declare a default upon the occurrence of any event that they interpret as a material adverse change as defined under the loan and security agreement, thereby requiring us to repay the loan immediately or to attempt to reverse the declaration of default through negotiation or litigation. Any declaration by the lenders of an event of default could significantly harm our business and prospects and could cause the price of our common stock to decline. If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.

We may have and plan to continue to acquire businesses and technologies and may fail to realize the anticipated benefits of the acquisitions, and acquisitions can be costly and dilutive.

In the future, we may acquire businesses and technologies.  The success of any acquisitions depend on, among other things, our ability to combine our businesses in a manner that does not materially disrupt existing relationships and that allows us to achieve development and operational synergies. If we are unable to achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. In particular, the acquisition may not be accretive to our stock value or development pipeline in the near or long term.

It is possible that the integration process could result in the loss of key employees; the disruption of our ongoing business or the ongoing business of the acquired companies; or inconsistencies in standards, controls, procedures, or policies that could adversely affect our ability to maintain relationships with third parties and employees or to achieve the anticipated benefits of the acquisition. Integration efforts between the two companies will also divert management’s attention from our core business and other opportunities that could have been beneficial to our shareholders. An inability to realize the full extent of, or any of, the anticipated benefits of the acquisition, as well as any delays encountered in the integration process, could have an adverse effect on our business and results of operations, which may affect the value of the shares of our common stock after the completion of the acquisition. If we are unable to achieve these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. In particular, the acquisition may not be accretive to our stock value or development pipeline in the near or long term.

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Risks Related to Our Intellectual Property

Our ability to protect our intellectual property rights will be critically important to the success of our business, and we may not be able to protect these rights in the U.S. or abroad.

Our success, competitive position and future revenues will depend in part on our ability to obtain and maintain patent protection for our product candidates, methods, processes and other technologies, to prevent third parties from infringing on our proprietary rights and to operate without infringing upon the proprietary rights of third parties. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary rights are covered by valid and enforceable patents or are effectively maintained as trade secrets. We attempt to protect our proprietary position by maintaining trade secrets and by filing U.S. and foreign patent applications related to our proprietary technology, inventions and improvements that are important to the development of our business.

We have commenced generating a patent application portfolio of patents to protect each product candidate in our pipeline. However, the patent position of pharmaceutical companies involves complex legal and factual questions, and therefore we cannot predict with certainty whether any patent applications that we have filed or that we may file in the future will be approved or any resulting patents will be enforced. In addition, third parties may challenge, seek to invalidate or circumvent any of our patents, once they are issued. Thus, any patents that we own or license from third parties may not provide any protection against competitors. Any patent applications that we have filed or that we may file in the future, or those we may license from third parties, may not result in patents being issued. Also, patent rights may not provide us with adequate proprietary protection or competitive advantages against competitors with similar technologies.

In addition, the laws of certain foreign countries do not protect our intellectual property rights to the same extent as do the laws of the US. If we fail to apply for intellectual property protection or if we cannot adequately protect our intellectual property rights in these foreign countries, our competitors may be able to compete more effectively against us, which could adversely affect our competitive position, as well as our business, financial condition and results of operations.

The intellectual property protection for Olostar® is being managed and controlled by Daewoong, the manufacturer.

We do not manage or control the intellectual property protection for Olostar®. Therefore we cannot provide any assurance that any of the patent applications in the U.S. will ever issue or be granted. Moreover, there cannot be any assurances that the families of patent applications that could provide product protection for Olostar® will ever issue or be granted, or even provide meaningful protection to prevent generic Olostar® protection.

If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.

Our success also depends upon the skills, knowledge and experience of our scientific and technical personnel and our consultants and advisors, as well as our licensors. To help protect our proprietary know-how and our inventions for which patents may be unobtainable or difficult to obtain, we rely on trade secret protection and confidentiality agreements. These agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure or the lawful development by others of such information. If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.

Third party competitors may seek to challenge the validity of our patents, thereby rendering them unenforceable or we may seek to challenge third party competitor patents if such third parties seek to interpret or enforce a claim scope going well beyond the actual enabled invention.

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Claims that we infringe upon the rights of third parties may give rise to costly and lengthy litigation, and we could be prevented from selling products, forced to pay damages, and defend against litigation.

Third parties may assert patent or other intellectual property infringement claims against us or our strategic partners or licensees with respect to our technologies and potential products. If our products, methods, processes and other technologies infringe upon the proprietary rights of other parties, we could incur substantial costs and we may have to:

·  obtain licenses, which may not be available on commercially reasonable terms, if at all, and may be non-exclusive, thereby giving our competitors access to the same intellectual property licensed to us;

·  redesign our products or processes to avoid infringement;

·  stop using the subject matter validly claimed in the patents held by others;

·  pay damages; and

·  defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our valuable management resources.

Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations. Furthermore, as a result of a patent infringement suit brought against us or our strategic partners or licensees, we or our strategic partners or licensees may be forced to stop or delay developing, manufacturing or selling technologies or potential products that are claimed to infringe a third party’s intellectual property unless that party grants us or our strategic partners’ or licensees’ rights to use its intellectual property. Ultimately, we may be unable to develop some of our technologies or potential products or may have to discontinue development of a product candidate or cease some of our business operations as a result of patent infringement claims, which could severely harm our business.

The potential commercial launch of our products could be delayed in the event that the patent holder of olmesartan medoxomil or rosuvastatin calcium files a lawsuit against us.

Stocosil had its EOP2 (End Of Phase II) meeting with the FDA for ST-101 in December 2015 and FDA’s responses were very clear and provided the Company with a defined 505(b)(2) pathway for the product. Subsequently, Stocosil had its Pre New Drug Application (PNDA) meeting with FDA in June 2016 and FDA confirms most of the nonclinical, clinical, and Chemistry, Manufacturing, and Controls (CMC) data for ST-101 to support a 505(b)(2) submission is sufficient and the Company plans to submit the NDA for ST-101 in the mid-year of 2017.  The Company currently plans to submit the ST-102 NDA in mid-year of 2020 or early 2021 and ST-103 NDA in late 2021.

 As a result, we will be required to file a subparagraph (iv) certification for the Orange Book-listed patents for olmesartan medoxomil and rosuvastatin calcium.  The patent holder of olmesartan medoxomil or rosuvastatin calcium may file a lawsuit against us. In the event a lawsuit is filed against us the potential commercial launch of our products could be delayed up to a maximum of 30 months which would have a material adverse effect on our business.

Our plans to file a NDA under Section 505(b)(2) means we will have to file a subparagraph iv certification for the Orange Book-listed patents for olmesartan medoxomil and rosuvastatin calcium.

We believe that making, using or sellingour products will not infringe any of the Orange Book- listed patents for either olmesartan medoxomil or rosuvastatin calcium. There can be no assurance that commercial launch of our productswill not be delayed (up to a maximum of 30 months) in case a lawsuit is filed by the patent holders of olmesartan medoxomil or rosuvastatin calcium.

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Our position as a relatively small company may cause us to be at a significant disadvantage in defending our intellectual property rights and in defending against infringement claims by third parties.

Litigation relating to the ownership and use of intellectual property is expensive, and our position as a relatively small company in an industry dominated by very large companies may cause us to be at a significant disadvantage in defending our intellectual property rights and in defending against claims that our technology infringes or misappropriates third party intellectual property rights. However, we may seek to use various post-grant administrative proceedings, including new procedures created under the America Invents Act, to invalidate potentially overly-broad third party rights. Even if we are able to defend our position, the cost of doing so may adversely affect our ability to grow, generate revenue or become profitable. Although we have not yet experienced patent litigation, we may in the future be subject to such litigation and may not be able to protect our intellectual property at a reasonable cost, or at all, if such litigation is initiated. The outcome of litigation is always uncertain, and in some cases could include judgments against us that require us to pay damages, enjoin us from certain activities or otherwise affect our legal or contractual rights, which could have a significant adverse effect on our business.

Third-party claims of intellectual property infringement may prevent or delay our drug discovery and development efforts.

Our commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. There is a substantial amount of litigation involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including Patent Office administrative proceedings, such as inter parties' reviews, and reexamination proceedings before the U.S. PTO or oppositions and revocations and other comparable proceedings in foreign jurisdictions. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing products. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our products may give rise to claims of infringement of the patent rights of others.

Despite safe harbor provisions, third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents, of which we are currently unaware, with claims to materials, formulations, methods of doing research, methods of manufacture or methods for treatment related to the use or manufacture of our product candidates. Because patent applications can take many years to issue, there may be currently pending patent published applications which may later result in issued patents that our product may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of any of our products, or any final product itself, the holders of any such patents may be able to block our ability to commercialize such products unless we obtain a license under the applicable patents, or until such patents expire or they are finally determined to be held invalid or unenforceable. Similarly, if any third-party patent were held by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture or methods of use, including combination therapy or patient selection methods, the holders of any such patent may be able to block our ability to develop and commercialize the applicable products unless we obtain a license, limit our uses, or until such patent expires or is finally determined to be held invalid or unenforceable. In either case, such a license may not be available on commercially reasonable terms or at all.

Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our products. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, limit our uses, pay royalties or redesign our infringing products, which may be impossible or require substantial time and monetary expenditure. We cannot predict whether any such license would be available at all or whether it would be available on commercially reasonable terms. Furthermore, even in the absence of litigation, we may need to obtain licenses from third parties to advance our research or allow commercialization of our products. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize one or more of our products, which could harm our business significantly.

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We may not be able to protect our intellectual property rights throughout the Territory.

Pursuant to the Daewoong Agreement our “Territory” for ST-101 and ST-102 includes US, Canada, Australia, Japan, Taiwan and certain South American countries.  Filing, prosecuting and defending patents on all of our product candidates throughout the Territory would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our products in jurisdictions where we do not have any issued patents and our patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to pharmaceuticals, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property, which could limit our ability to compete.

Because we operate in the highly technical field of research and development of drugs, we rely in part on trade secret protection in order to protect our proprietary trade secrets and unpatented know-how. However, trade secrets are difficult to protect, and we cannot be certain that others will not develop the same or similar technologies on their own. We have taken steps, including entering into confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors, to protect our trade secrets and unpatented know-how. These agreements generally require that the other party keep confidential and not disclose to third parties all confidential information developed by the party or made known to the party by us during the course of the party’s relationship with us. We also typically obtain agreements from these parties which provide that inventions conceived by the party in the course of rendering services to us will be our exclusive property. However, these agreements may not be honored and may not effectively assign intellectual property rights to us. Enforcing a claim that a party illegally obtained and is using our trade secrets or know-how is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the U.S. may be less willing to protect trade secrets or know-how. The failure to obtain or maintain trade secret protection could adversely affect our competitive position.

If we breach any of the agreements under which we license commercialization rights to our products from third parties, we could lose license rights that are important to our business.

We license the use, development and commercialization rights for all of our products, and may enter into similar licenses in the future. Under each of our existing license agreements we are subject to commercialization and development, diligence obligations, milestone payment obligations, royalty payments and other obligations. If we fail to comply with any of these obligations or otherwise breach our license agreements, our licensing partners may have the right to terminate the license in whole or in part.

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

· Others may be able to make compounds that are similar to our products but that are not covered by the claims of the patents that we own or have exclusively licensed;

·  We or our licensors or strategic partners might not have been the first to make the inventions covered by the issued patent or pending patent application that we own or have exclusively licensed;

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· We or our licensors or strategic partners might not have been the first to file patent applications covering certain of our inventions;

·  Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

·  It is possible that our pending patent applications will not lead to issued patents;

· Issued patents that we own or have exclusively licensed may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;

·  Our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

· We may not develop additional proprietary technologies that are patentable; and

·  The patents of others may have an adverse effect on our business.

Should any of these events occur, they could significantly harm our business, results of operations and prospects.

From time to time we may need to license patents, intellectual property and proprietary technologies from third parties, which may be difficult or expensive to obtain.

We may need to obtain licenses to patents and other proprietary rights held by third parties to successfully develop, manufacture and market our products. As an example, it may be necessary to use a third party’s proprietary technology to reformulate one of our products in order to improve upon the capabilities of the product. If we are unable to timely obtain these licenses on reasonable terms, our ability to commercially exploit our products may be inhibited or prevented.

Risks Related to this Offering and Ownership of Our Common Stock

No active market for our common stock exists or may develop, and you may not be able to resell your common stock at or above the initial public offering price.

Prior to this offering, there has been no public market for shares of our common stock.  We anticipate that the Placement Agent for this offering will apply for quoting of our common stock on the OTC Markets or an approved secondary marketplace upon the qualification of the offering statement of which this Offering Circular forms a part.  However, there can no assurance that our shares will be quoted.  If no active trading market for our common stock develops or is sustained following this offering, you may be unable to sell your shares when you wish to sell them or at a price that you consider attractive or satisfactory.  The lack of an active market may also adversely affect our ability to raise capital by selling securities in the future, or impair our ability to license or acquire other product candidates, businesses or technologies using our shares as consideration.

Investors will not have use of funds subscribed during a portion of the offering period.

We cannot assure you that all or any shares will be sold. Our Placement Agent is offering our shares on a best efforts minimum/maximum basis. We have no firm commitment from anyone to purchase all or any of the shares offered. During a portion of the offering period, until a closing or a cancellation occurs, investors will not have use of the funds they have provided to subscribe to the offering.  If a closing occurs, your funds, minus applicable expenses, will be provided to us. If subscriptions for a minimum of 166,667 shares are not received on or before February 28, 201 7, the offering will be cancelled, no investor funds will be provided to us, and you will promptly be provided with full access to your funds.  

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The market price of our common stock may fluctuate significantly, and investors in our common stock may lose all or a part of their investment.

If a market for our common stock develops following this offering, the trading price of our common stock could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The market prices for securities of pharmaceutical companies have historically been highly volatile, and the market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:

· actual or anticipated adverse results or delays in our clinical trials;

·  our failure to commercialize our products, if approved;

·  unanticipated serious safety concerns related to the use of any of our products;

·  adverse regulatory decisions;

·  changes in laws or regulations applicable to our product candidates, including but not limited to clinical trial requirements for approvals;

·  legal disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our product candidates, government investigations and the results of any proceedings or lawsuits, including patent or stockholder litigation;

·  our decision to initiate a clinical trial, not initiate a clinical trial or to terminate an existing clinical trial;

·  our dependence on third parties, including CROs;

·  announcements of the introduction of new products by our competitors;

·  market conditions in the pharmaceutical sectors;

·  announcements concerning product development results or intellectual property rights of others;

·  future issuances of common stock or other securities;

·  the addition or departure of key personnel;

·  failure to meet or exceed any financial guidance or expectations regarding development milestones that we may provide to the public;

·  actual or anticipated variations in quarterly operating results;

·  our failure to meet or exceed the estimates and projections of the investment community;

·  overall performance of the equity markets and other factors that may be unrelated to our operating performance or the operating performance of our competitors, including changes in market valuations of similar companies;

·  introduction of new products offered by us or our competitors;

·  announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

·  issuances of debt or equity securities;

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·  sales of our common stock by us or our stockholders in the future;

·  trading volume of our common stock;

·  ineffectiveness of our internal controls;

·  publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;

·  failure to effectively integrate the acquired companies' operations;

·  general political and economic conditions;

·  effects of natural or man-made catastrophic events; and

·  other events or factors, many of which are beyond our control.

Further, price and volume fluctuations result in volatility in the price of our common stock, which could cause a decline in the value of our common stock. Price volatility of our common stock might worsen if the trading volume of our common stock is low. The realization of any of the above risks or any of a broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and material adverse impact on the market price of our common stock.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.

 Our strategic investments may result in losses.

We periodically make strategic investments in various public and private companies with businesses or technologies that may complement our business. The market values of these strategic investments may fluctuate due to market conditions and other conditions over which we have no control. Other-than-temporary declines in the market price and valuations of the securities that we hold in other companies would require us to record losses related to our investment. This could result in future charges to our earnings. It is uncertain whether or not we will realize any long-term benefits associated with these strategic investments.

A sale of a substantial number of shares of the common stock may cause the price of our common stock to decline.

If our stockholders sell, or the market perceives that our stockholders intend to sell for various reasons, substantial amounts of our common stock in the public market, including shares issued in connection with the exercise of outstanding options or warrants, the market price of our common stock could fall. Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices for the common stock of pharmaceutical companies. These broad market fluctuations may cause the market price of our common stock to decline. In the past, securities class action litigation has often been brought against a company following a decline in the market price of our securities. This risk is especially relevant for us because pharmaceutical companies have experienced significant stock price volatility in recent years. We may become involved in this type of litigation in the future. Litigation often is expensive and diverts management’s attention and resources, which could adversely affect our business.

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Our quarterly operating results may fluctuate significantly.

We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors, including:

·  variations in the level of expenses related to our development programs;

·  the addition or termination of clinical trials;

·  any intellectual property infringement lawsuit in which we may become involved;

·  regulatory developments affecting our product candidates;

·  our execution of any collaborative, licensing or similar arrangements, and the timing of payments we may make or receive under these arrangements; and

·  if any of our products receive regulatory approval, the level of underlying demand for that product and wholesalers’ buying patterns.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.

Existing stockholders’ interest in us may be diluted by additional issuances of equity securities and raising funds through acquisitions, lending and licensing arrangements may restrict our operations or require us to relinquish proprietary rights.

We may issue additional equity securities to fund future expansion and pursuant to employee benefit plans. We may also issue additional equity for other purposes. These securities may have the same rights as our common stock or, alternatively, may have dividend, liquidation or other preferences to our common stock. The issuance of additional equity securities will dilute the holdings of existing stockholders and may reduce the share price of our common stock.

If we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish potentially valuable rights to our product candidates, potential products or proprietary technologies, or grant licenses on terms that are not favorable to us. If adequate funds are not available, our ability to achieve profitability or to respond to competitive pressures would be significantly limited and we may be required to delay, significantly curtail or eliminate the development of our product candidates.

Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that you do not consider to be in your best interests or those of our other stockholders.

As of June 30, 2016 , our directors, executive officers and principal stockholders beneficially owned, in the aggregate, substantially all of our outstanding voting securities. As a result, if some or all of them acted together, they would have the ability to exert significant influence over the election of our board of directors and the outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices.

Our ability to use our net operating loss carry forwards may be subject to limitation.

Generally, a change of more than 50% in the ownership of a company’s stock, by value, over a three-year period constitutes an ownership change for U.S. federal income tax purposes. An ownership change may limit our ability to use our net operating loss carryforwards attributable to the period prior to the change. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may become subject to limitations, which could potentially result in increased future tax liability for us.

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Our certificate of incorporation, as amended, and bylaws provide for indemnification of officers and directors at our expense and limits their liability, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of our officers and/or directors.

Our certificate of incorporation, as amended, bylaws and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recover.  Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of our Company  in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Our securities may be traded on a closed trading system with limited volume and liquidity.

Our securities may not be freely quoted for trading on any stock exchange or through any other traditional trading platform. Our digital securities may be issued, available for purchase and may be traded exclusively on a specific trading system that is registered with the SEC as an alternative trading system, or ATS. We do not currently have any plans to trade out securities on a specific ATS.  Any disruption to the operations of an ATS or a broker-dealer's customer interface with an ATS would materially disrupt trading in, or potentially result in a complete halt in the trading of, our securities.

Because our securities may be traded exclusively on a closed trading system, it is a possibility that there will be a limited number of holders of securities. In addition, an ATS is likely to experience limited trading volume with a relatively small number of securities trading on the ATS platform as compared to securities trading on traditional securities exchanges or trading platforms. As a result, this novel trading system may have limited liquidity, resulting in a lower or higher price or greater volatility than would be the case with greater liquidity. You may not be able to resell your securities on a timely basis or at all.

The number of securities traded on an ATS may be very small, making the market price more easily manipulated.

While we understand that many ATS platforms have adopted policies and procedures such that security holders are not free to manipulate the trading price of securities contrary to applicable law, and while the risk of market manipulation exists in connection with the trading of any securities, the risk may be greater for our securities because the ATS we choose may be a closed system that does not have the same breadth of market and liquidity as the national market system. There can be no assurance that the efforts by an ATS to prevent such behavior will be sufficient to prevent such market manipulation.

An ATS is not a stock exchange and has limited quoting requirements for issuers or for the securities traded.

Unlike the more expansive listing requirements, policies and procedures of the Nasdaq Global Market and other NMS trading platforms, there are no minimum price requirements and limited listing requirements for securities to be traded on an ATS. As a result, trades of our securities on an ATS may not be at prices that represent the national best bid or offer prices of securities that could be considered similar securities.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements. All statements other than statements of historical facts contained in this Offering Circular, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, commercialization plans and timing, other plans and objectives of management for future operations, and future results of current and anticipated products are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Offering Circular are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Offering Circular and are subject to a number of risks, uncertainties and assumptions described under the sections in this Offering Circular titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Offering Circular. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock this offering.

As of June 30 2016 and 2015, we had a historical net tangible book value of ($2,296,455) and $83,594 respectively, or ($0.51553) and $ 0.01877 per share of common stock respectively. Our historical net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of June 30, 2016 and 2015 respectively. 

Our pro forma net tangible book value as of June 30, 2016 and 2015 was ($2,296,455) and $83,594 respectively or ($0.39510) and $0.01480 per share of common stock respectively, after giving effect to the conversion of outstanding convertible notes into 1,357,833 and 1,193,333 shares of common stock effective upon the closing of this offering, assuming we raise at least $2,500,005 in this offering. 

If the minimum 166,667 shares of common stock in this offering at the initial public offering price of $15.00 per share, after deducting Placement Agent fees and other estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2016 and 2015 would have been approximately ($321,450) and $2,058,599, or ($0.06956) and $0.44547 per share.  This amount represents an immediate increase in pro forma net tangible book value of $0.44597 and $0.42670 per share to our existing stockholders, and an immediate dilution in pro forma net tangible book value of approximately $15.06956 and $14.55453 per share to new investors purchasing shares of common stock in this offering. 

If the maximum 733,340 shares of common stock in this offering at the initial public offering price of $15.00 per share, after deducting Placement Agent fees and other estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2016 and 2015 would have been approximately $7,413,636 and $9,793,685 respectively, or $1.42903 and $1.88780 per share respectively.  This amount represents an immediate increase in pro forma net tangible book value of $1.94456 and $1.86903 per share to our existing stockholders, and an immediate dilution in pro forma net tangible book value of approximately $13.57097 and $13.11220 per share to new investors purchasing shares of common stock in this offering . 

Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors.  The following table illustrates this dilution:

Initial public offering price per share	$ 15.00		(1)	$ 15.00		(2)
Historical net tangible book value per share	$	(0.51553	)	$	(0.51553	)
Decrease attributable to the conversion of all outstanding notes	$	(0.14130	)	$	(0.14130	)
Pro forma net tangible book value per share	$	(0.37423	)	$	(0.37423	)
Increase in net tangible book value per share attributable to new investors	$	(0.32323	)	$	(1.45340	)
Pro forma as adjusted net tangible book value per share after this offering		(0.05100	)		1.07917
Dilution per share to new investors	$	15.05100		$	13.92083

 (1)           Assumes net proceeds of $2,025,005 from offering of 166,667 common shares, calculated as follows: $15.00 offering, less Placement Agent of fees of $225,000 and offering expenses of $300,000.

 (2)           Assumes net proceeds of $9,760,091 from offering of 733,340 common shares, calculated as follows: $15.00 offering, less Placement Agent of fees of $990,009 and offering expenses of $300,000.

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PLAN OF DISTRIBUTION

We have engaged Boustead Securities, LLC to conduct this Offering as the Placement Agent on a “best efforts, minimum/maximum” basis. The Offering is being made without a firm commitment by the Placement Agent, which has no obligation or commitment to purchase any of our shares. The Placement Agent is under no obligation to take the securities and has not committed to purchase any of the shares of common stock offered herein.

Unless sooner withdrawn or canceled by either us or the Placement Agent, the Offering will continue until the earlier of (i) a date mutually acceptable to us and the Placement Agent after which the minimum offering is sold or (ii) February 28, 2017 (which date may be extended at our discretion) (the “Offering Termination Date”).  The Placement Agent has agreed to comply with the provisions of SEC Rule 15c2-4 as to all funds provided by you for the purchase of the common shares.  Those funds will be deposited by you into an account with Folio where they will stay until a closing or cancellation of the offering.  On the closing date for the offering, the funds in your account, minus applicable expenses, will be delivered to our Company. If we do not complete this offering before the Offering Termination Date, no funds will be provided to us and the funds will stay in your account.

Technology & Closing Services

Folio has been engaged to provide certain technology and closing services in connection with this Offering.  We have agreed to pay Folio escrow-less closing fees equal to the greater of 0.45% of the gross proceeds from the sale of the securities being offered, $30 per account purchase, or $10,000 (“Folio Escrow Fees”).  We have also agreed to pay Folio private placement platform fees in the amount of 0.05% of the gross proceeds from the sale of the securities being offered (“Folio Platform Fees”).  The aggregate Folio Escrow Fees and Folio Platform Fees paid by us shall not exceed $55,000.  Investors must pay in full for all common shares at the time of each closing. Investors may subscribe to the common shares in this Offering by following the account opening instructions on the ASMX platform. Investors will be directed to the platform operated by Folio. Funds from subscriptions will be held by Folio in customer accounts for the exclusive benefit of its customers until such time as all conditions to each closing are met.  Prospective investors who meet the requirements and abide by the investment limitations described in this Offering Statement may subscribe for our common shares.  The Placement Agent will inform prospective purchasers of each anticipated date of closing.Until we sell the minimum number of shares offered, all investor funds will be held in accounts at Folio. When a closing occurs, investor funds will be transferred from the investors’ Folio accounts to the account of the issuer at Folio.    This process complies with the requirements of Rule 15c2-4 pursuant to a no-action letter dated July 15, 2015 provided to Folio by staff of the U.S. Securities Exchange Commission.

Funds provided for the purchase of the shares may not be withdrawn by investors after a date specified by the Company prior to the earlier of the closing of the offering or the Offering Termination Date .

Investment Threshold

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth.  Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A.  For general information on investing, we encourage you to refer to www.investor.gov.

Commissions and Discounts

The Placement Agent has advised us that it proposes to offer the common shares to the public at the initial public offering price on the cover page of this prospectus. The following table shows the public offering price, Placement Agent fee to be paid by us to the Placement Agent and the proceeds, before expenses, to us.

	Per Common Share		Minimum Offering		Maximum Offering
Public offering price	$	15.00	$	2,500,005	$	11,000,100
Placement agent fees(1)	$	1.35	$	225,000	$	990,009
Proceeds to us, before expenses	$	13.65	$	2,275,005	$	10,010,091

(1)  Does not include reimbursable expenses or Placement Agent’s warrants, as described below. Total Placement Agent compensation on the Offering Proceeds is 10.9500% at the minimum offering and 10.0227% at the maximum offering..

After the initial offering of the shares, the offering price and the other selling terms may be subject to change. The offering of the shares is subject to receipt and acceptance and subject to the right to reject any order in whole or in part.

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Engagement Agreement with the Placement Agent

The term of engagement of Boustead Securities as Placement Agent began on November 8, 2016 and will continue until November 8, 2017 unless one of the following events occurs prior to September 19, 2017, in which case the engagement agreement would be terminated early:

i.   we and the Placement Agent mutually agree to terminate the engagement agreement;

ii.   either we or the Placement Agent unilaterally decide to terminate the engagement agreement upon thirty days’ prior written notice to the other party;

iii.   we fail to pay Placement Agent for services provided within 30 days of the date that payment is due.

iv.   we terminate the engagement agreement due to the Placement Agent’s material failure to provide the services contemplated by the engagement agreement; or

v.   we decide not to proceed with the offering or withdraw any offering statement filed with the Commission.

Offering Expenses. We are responsible for all Offering fees and expenses, including the following: (i) fees and disbursements of our legal counsel, accountants, and other professionals we engage; (ii) fees and expenses incurred in the production of offering documents, including design, printing, photograph, and written material procurement costs; (iii) all filing fees, including FINRA and blue sky filing fees; (iv) all of the legal fees related to the registration and qualification of the Offered Shares under state securities laws and FINRA clearance (not to exceed $30,000 in the aggregate, equaling 1.2% of the Offering Proceeds at the minimum offering and 0.2727% of the Offering Proceeds at the maximum offering); and (v) our transportation, accommodation, and other roadshow expenses. To the extent that any of our fees and expenses  are paid by the Placement Agent with our approval, we will, upon request, reimburse the Placement Agent for such fees and expenses.

Reimbursable Expenses in the Event of Termination. In the event the offering does not close or the engagement agreement is terminated for any reason other than because of the Placement Agent’s material failure to provide the services contemplated by the engagement agreement, we have agreed to reimburse the Placement Agent for all unreimbursed, reasonable, documented, out-of-pocket fees, expenses, and disbursements up to $500.00 (or greater with our prior written approval).

Placement Commission.We have agreed to pay a commission of 9.0% of the gross offering proceeds to the Placement Agent as compensation immediately upon each closing of the offering.  The Placement Agent has agreed to reimburse us out of its commissions received, any Folio Platform Fees we pay.

Placement Agent’s Warrants: Upon each closing of this offering, we have agreed to issue to the Placement Agent warrants to purchase a number of shares of our common stock equal to 3.0% of the total shares of our common stock sold in such closing (the “Placement Agent’s Warrants”). The Placement Agent’s Warrants are exercisable commencing onas of the date of their issuance, and will be exercisable until 5:00 pm on the date that is five (5) years from the date of qualification of the offering statement of which this offering circular is a part. The Placement Agent’s Warrants are not redeemable by us. The exercise price for the Placement Agent’s Warrants will be $17.25. The Warrants are valued at 0.75% of the offering proceeds .

The Placement Agent’s Warrants and the shares of common stock underlying the Placement Agent’s Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The Placement Agent, or permitted assignees under such rule, may not exercise, sell, transfer, assign, pledge, or hypothecate the Placement Agent’s Warrants or the shares of common stock underlying the Placement Agent’s Warrants , nor will the Placement Agent, or permitted assignees engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent’s Warrants or the underlying shares of common stock for a period of 180 days from the qualification date of the offering statement, except that they may be transferred, in whole or in part, by operation of law or by reason of our reorganization, or to any Placement Agent or selected dealer participating in the offering and their officers or partners if the Placement Agent’s Warrants or the underlying shares of our common stock so transferred remain subject to the foregoing lock-up restrictions for the remainder of the time period. The Placement Agent’s Warrants will provide for adjustment in the number and price of the Placement Agent’s Warrants and the shares of common stock underlying such Placement Agent’s Warrants in the event of recapitalization, merger, stock split, or other structural transaction undertaken by us.

We expect our total cash expenses for this offering to be approximately $300,000, exclusive of the above commissions.

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Pricing Considerations

There is not an established public market for our common stock. We negotiated with our Placement Agent to determine the offering price of our common stock in this offering based on current market conditions as well as other considerations.

In addition to prevailing market conditions, the factors considered in determining the applicable multiples were:

· the history of, and the prospects for, our Company and the industry in which we compete;

· an assessment of our management, its past and present operation, and the prospects for, and timing of, our future revenues; and

· the present state of our development.

 Lock-Up Agreements

We and our officers, directors, and holders of five percent or more of our common stock (collectively, “Insiders”) have agreed, or will agree, with the Placement Agent, subject to certain exceptions, that, without the prior written consent of the Placement Agent, we and they will not, directly or indirectly, during the period ending 180 days after the date of the offering circular for Insiders, and 90 days for “legacy shareholders” (existing Company shareholders prior to this offer):

· offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition; or  

· enter into any swap or any other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of our common stock, whether any such swap or transaction is to be settled by delivery of our common stock or other securities, in cash or otherwise.

This agreement does not apply, in our case, to securities issued pursuant to existing employee benefit plans or securities issued upon exercise of options and other exceptions, and in the case of our officers, directors and other holders of our securities, exercise of stock options issued pursuant to a stock option or similar plans, and other exceptions.

Pricing of the Offering

Prior to the offering, there has been no public market for the Offered Shares. The initial public offering price was determined by negotiation between us and the Placement Agent. The principal factors considered in determining the initial public offering price include:

· the information set forth in this Offering Circular and otherwise available to the Placement Agent

· our history and prospects and the history of and prospects for the industry in which we compete;

· our prospects for future earnings and the present state of our development;

· the general condition of the securities markets at the time of this offering;

· the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

· other factors deemed relevant by the Placement Agent and us.

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Indemnification and Control

We have agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to the payments the Underwriter and its selling agents, affiliates and controlling persons may be required to make in respect of these liabilities.

The Placement Agent and its affiliates are engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and its affiliates may in the future perform various financial advisory and investment banking services for us, for which they will receive customary fees and expenses.

Our Relationship with the Placement Agent

In the ordinary course of their various business activities, the Placement Agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The Placement Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Secondary Trading

Prior to this offering, there has been no public market for our common stock.  We anticipate that the Placement Agent for this offering will apply for quoting of our common stock on the OTC Markets or an approved secondary marketplace upon the qualification of the offering statement of which this Offering Circular forms a part.  An active trading market for our common shares may not develop. It is possible that after this offering the common shares will not trade in the public market at or above the initial offering price.

Offering Period and Expiration Date

This offering will start on or after the date this Offering Circular is declared qualified by the SEC and will terminate on the Offering Termination Date.

Investment Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth.  Different rules apply to accredited investors and non-natural persons.  Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A.  For general information on investing, we encourage you to refer to www.investor.gov.

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the offering.  The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D.  If you meet one of the following tests you should qualify as an Accredited Investor:

 (i)  You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

 (ii)  You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);

 (iii)  You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

 (iv)  You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;

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(v)  You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, as amended, or the Investment Company Act, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

 (vi)  You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

 (vii)  You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or

 (viii)  You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

Procedures for Subscribing

If you decide to subscribe for Offered Shares in this offering, you should:

Go to www.TheAsmx.com/stocosil and click on the “Invest Now” button and follow the procedures as described.

1.   Electronically receive, review, execute and deliver to us a subscription agreement; and

2.   Deliver funds to your brokerage account with the Placement Agent or a participating broker dealer.

ASMX is providing the platform through which the Offering will be conducted. ASMX's sole responsibility in the Offering will be to provide the platform website through which offering participants may subscribe to the Offering. The platform website is a site that hosts due diligence materials on our Company (as well as other Companies) to allow investors and broker-dealers to review information on our Company. The platform website will also redirect interested investors via an “Invest Now” button to a site operated by Foliofn, where investors can receive, review, execute and deliver subscription agreements electronically. 

Right to Reject Subscriptions. After you have agreed to the subscription agreement and placed the funds required under the subscription agreement in the specified account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. No funds will be provided to us from your account from rejected subscriptions.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, subject to having achieved the Minimum Offering threshold, we will issue the shares subscribed at such closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of our common stock in this offering will be a minimum of $1,975,005 and a maximum of $9,710,091, assuming an offering price of $15.00 per share, after deducting Placement Agent fees and estimated offering expenses payable by us.

We anticipate that we will use the net proceeds of this offering as follows:

Minimum Offering (166,667 shares)

·  approximately $2.0 million for further development and filing NDA for ST-101;

· the remaining net proceeds for other research and product development activities, working capital and general corporate purposes.

Maximum Offering (733,340 shares)

·  approximately $2.0 million for further development and filing NDA for ST-101;

·  approximately $4.0 million to launch for ST-101;

approximately $2.3 million to support the operation for ST-101

·  approximately $1.4 million remits to Daewoong Pharmaceuticals Co. Ltd for milestone payments;

·  the remaining net proceeds for other research and product development activities, working capital and general corporate purposes.

This expected use of the net proceeds from this offering represents our intentions based upon our current financial condition, results of operations, business plans and conditions.  As of the date of this Offering Circular, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above.  The amounts and timing of our actual expenditures may vary significantly depending on numerous factors.  As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

We may also use a portion of the net proceeds for the acquisition of, or investment in, complementary business, products or technologies, although we have no present commitments or agreements for any specific acquisitions or investments.  Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment grade, interest bearing instruments and U.S. government securities.

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BUSINESS

Organization Overview

Stocosil was incorporated on December 11, 2014.  We are a development stage pharmaceutical company focused on the research, development, and commercialization of the next generation of products for the treatment of high blood pressure (hypertension (HTN)) and high cholesterol (dyslipidemia).

Strategy

Our business strategy is to obtain FDA approval for the development and marketing of a newly developed combination drug for the treatment of hypertension and dyslipidemia.

High Blood Pressure (Hypertension)

Hypertension or high blood pressure is a condition where an adult’s blood pressure is above 140mmHgG systolic or above 90mmHg diastolic in a resting state. Hypertension is generally classified as primary hypertension or secondary hypertension. Secondary hypertension is caused by an underlying medical condition affecting the blood pressure but primary hypertension, which accounts for 95% of the hypertension patients, has no direct cause. Although the cause of primary hypertension is still poorly understood, it is believed there are genetic and environmental factors that cause increased cardiac output or peripheral vessel resistance which eventually leads to hypertension. Environmental factors include, but is not limited to, alcohol intake, smoking, insufficient exercise, obesity, dietary salt intake, stress. Sustained hypertension is a major risk factor that could lead to hypertensive heart disease, coronary artery disease, stroke, aortic aneurysm, peripheral artery disease, and chronic kidney disease (Lewington, et al., 2002)). 

In the United States, 29% of the population (about 70 million adults) suffers from hypertension and only 52% of them have their condition under control (Nwankwo, et al., 2013). Hypertension is a contributing cause of death for more than 360,000 Americans a year (Mozaffarian, et al., 2015). 

Treatment for hypertension starts with lifestyle modifications and can be escalated to drug intake if a patient’s condition does not improve. Anti-hypertension drugs include diuretics, beta blockers, ACE inhibitors, angiotensin II (Ang II) receptor blockers, calcium channel blockers, alpha blockers, alpha-beta blockers, nervous system inhibitors, and vasodilators. Olmesartan medoxomil is an angiotensin II receptor blocker that treats hypertension by selectively interacting with the receptor site of angiotensin to block the renin-angiotensin system, limit conversion of angiotensin I to Ang II, and decrease blood pressure (Burnier, et al., 2000). 

High Cholesterol (Hyperlipidemia/ Hypertriglyceridemia/ Dysbetalipoproteinemia/ Hypercholesterolemia/ Atherosclerosis)

High Cholesterol/Hyperlipidemia is a condition where lipid levels in the blood are elevated due to abnormal lipid metabolism of triglycerides and cholesterol. High Cholesterol/Hyperlipidemia can be caused by either genetic factors or secondary factors such as hypothyroidism, jaundice, nephritic syndrome, and diabetes. Serum lipids are mainly composed of cholesterol, triglycerides, phospholipids, and free fatty acids that are transported in a lipoprotein form. Lipoproteins are categorized into 4 types: chylomicrons, very low density lipoproteins (VLDL), low density lipoproteins (LDL), and high -density lipoproteins (HDL). VLDLs are synthesized by the liver in fasting state and are responsible for transferring triglycerides to peripheral tissues where some are converted to LDLs. LDLs are the major carriers for delivering cholesterol to peripheral tissues, however, they are also the major risk factor for coronary arteriosclerosis. In the United States, 31.7% of the population (about 73.5 million adults) has high low-density lipoprotein (LDL) and only 29.5% of them have the condition under control.  48.1% of the adults that have high LDL cholesterol are getting treatment to lower their levels. People who have high cholesterol have almost twice the amount of risk of developing heart disease compared to those with normal cholesterol levels (CDC 2011a; CDC MMWR 2014; Mozaffarian, et al., 2015).

Treatments for hyperlipidemia involve lifestyle changes that include dietary modifications, weight management, and physical activity to lower LDL levels. Cholesterol-lowering medicines can be taken alongside the lifestyle changes: statins, bile acid sequestrants, nicotinic acid, fibrates, and ezetimibe. Rosuvastatin calcium is a statin (HMG-CoA Reductase Inhibitor) that lowers LDL cholesterol by inhibiting HMG-CoA reductase, which is in the metabolic pathway of cholesterol production (Olsson, et al., 2002).

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The rationale for ST-101 drug development is based on the universally accepted independent risk factors in pathogenesis of cardiovascular pathology and events in populations with hypertension and dyslipidemia.  Additionally, patient preference for a single pill makes ST-101 a very useful drug for treating hypertension and hyperlipidemia, common conditions with increasing frequency in the aging population.

Hyperlipidemia and hypertension are both independent risk factors for the development of premature cardiovascular disease. Several studies have also indicated that the presence of either condition predisposes an individual to developing the other.  Thus, the two diseases commonly coexist.  Because of the published favorable outcomes associated with effective treatment of either condition, professional organizations, including American Heart Association (AHA), in the United States and Canada that provide recommendations regarding the treatment of hyperlipidemia and hypertension continue to advocate standard therapeutic targets that need to be achieved when treating each indication if optimal reduction of cardiovascular risks is to be achieved.   Furthermore, when both risk factors coexist, the professional organizations recommended a more aggressive approach to the treatment of either condition.

In the United States, forty to forty five percent (40%-45%) of hypertensive patients are also diagnosed with hyperlipidemia another known risk factor of premature cardiovascular disease (CVD), and hypertension acts as an important risk factor for increase of cholesterol. Consequently, which indicates that hypertension and hyperlipidemia act respectively, as important independent risk factors of CVD and at the same time when these diseases are accompanied concurrently, such association brings strong synergy effects for CVD. Therefore, effective control and treatment of these two diseases together are of most importance.

Olmesartan medoxomil is an angiotensin II receptor blocker (ARB) for the treatment of hypertension alone or with other antihypertensive agents, to lower blood pressure.  Lowering blood pressure reduces the risk of fatal and non-fatal cardiovascular events, primarily strokes and myocardial infarctions.

Rosuvastatin calcium is indicated as an adjunct to diet to reduce elevated Total C, LDL-C, ApoB, non-HDL-C, and triglycerides and to increase HDL-C in adult patients with hyperlipidemia or mixed dyslipidemia.

The major guidelines followed by physicians on the management of hypertension and dyslipidemia (American College of Cardiology (ACC) and Joint National Committee on the Prevention, Detection, Evaluation, and Treatment of High Blood Pressure (JNC)) recommend the concomitant treatment of these indications. Rosuvastatin calcium is strongly recommended by the American College of Cardiology for the treatment of dyslipidemia. ARBs are considered first line treatment for hypertension.

The co-administration treatment of ARB and Statin in patients with hypertension associated with dyslipidemia concurrently is one of the effective therapies.

Products

ST-101

ST-101 is being developed for the treatment of combined hypercholesterolemia and hypertension.  Olmesartan medoxomil is marketed as Benicar® tablets by Daiichi-Sankyo, Inc. and rosuvastatin calcium is marketed as Crestor® tablets by AstraZeneca Pharmaceuticals, LP.  ST-101 is the same as Olostar® which was developed and is now marketed in South Korea by Daewoong Pharmaceuticals Co. Ltd.,– a company incorporated under the laws of South Korea (“Daewoong”).   The dose strengths of ST-101 we intend to market in the United States are 40/20, 20/20, 20/10 and 20/5 (mg of olmesartan medoxomil/mg of rosuvastatin calcium), the same dose strengths of Olostar® commercialized in South Korea. 

In April 2014, Daewoong’s fixed dose combination drug containing the active pharmaceutical ingredients Olmesartan medoxomil and Rosuvastatin calcium was approved in South Korea and is marketed by Daewoong as Olostar®.  The Company has recently obtained the rights to Daewoong’s fixed dose combination drug containing the active pharmaceutical ingredients Olmesartan medoxomil and Rosuvastatin calcium for development and marketing of such drug in the United States, Canada, Australia, Japan, Taiwan and certain South American countries from Daewoong. Stocosil plans to submit a 505(b)(2) New Drug Application (NDA) to obtain regulatory approval in the United States for the treatment of combined hypertension and hyperlipidemia  using data from three South Korean clinical studies conducted by Daewoong as well as bridging studies demonstrating similar pharmacokinetics and pharmacodynamics (PK/PD) among Caucasian and South Korean populations.

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The three clinical trials conducted by Daewoong to demonstrate suitability of Olostar® in the treatment of combined hypertension and hyperlipidemia are as follows:

Bioequivalence Test

The bioequivalence trial is reported in the following publication: Clin Ther. 2013 Jul;35(7):915-22. Pharmacokinetics of Rosuvastatin/Olmesartan fixed-dose combination: a single-dose, randomized, open-label, 2-period crossover study in healthy Korean subjects. Son H, Roh H, Lee D, Chang H, Kim J, Yun C, Park K.

Background: Rosuvastatin, a lipid-lowering agent, has been widely used with Olmesartan, a long-acting angiotensin II receptor blocker, indicated for the treatment of dyslipidemia accompanied by hypertension. A fixed-dose combination (FDC) tablet of these 2 drugs was recently developed to enhance the dosing convenience and to increase patient compliance while yielding pharmacokinetic profiles comparable to co-administration of each drug as individual tablets.

Objective: The goal of present study was to compare the pharmacokinetic profiles of single-dose administration of an FDC tablet containing Rosuvastatin/Olmesartan 20/40 mg (test formulation) with coadministration of a Rosuvastatin 20-mg tablet and a Olmesartan 40-mg tablet (reference formulation) in healthy Korean male volunteers, for the purpose of determining bioequivalence.

Methods: This single-dose, randomized, open-label, 2-period crossover study enrolled subjects aged 20 to 50 years and within 20% of ideal body weight. Each subject received a single dose of the test and reference formulations orally in a fasted state, with a 7-day washout period between the administrations. Blood samples were collected up to 72 hours after dosing, and pharmacokinetic parameters were determined for Rosuvastatin, its active metabolite (N-desmethyl Rosuvastatin), and Olmesartan. Bioequivalence was concluded if the 90% CIs of the geometric mean ratios for the primary pharmacokinetic parameters were within the predetermined range of 80% to 125%. Adverse events (AEs) were evaluated based on subject interviews and physical examinations.

Results: Among the 58 enrolled subjects, 54 completed the study. The 90% CIs of the geometric mean ratios of the primary pharmacokinetic parameters were as follows: Rosuvastatin: AUC (last), 85.60% to 97.40% and C(max), 83.16% to 98.21%; N-desmethyl Rosuvastatin: AUC(last), 82.08% to 93.45% and C(max), 79.23% to 93.41%; and Olmesartan: AUC(last), 97.69% to 105.69% and C(max), 100.35% to 109.42%. The most frequently noted AE was headache, occurring in 3 and 6 patients with the test and reference formulations, respectively. All of the AEs were expected, and there was no significant difference in the prevalences of AEs between the 2 formulations.

Conclusions: The pharmacokinetic properties of the newly developed FDC tablet of Rosuvastatin/olmesartan 20/40 mg suggest that it is bioequivalent to coadministration of each drug as individual tablets in these healthy Korean male subjects. The two formulations were well tolerated, with no serious AEs observed. ClinicalTrials.gov identifier: NCT01823900.

Drug Interactions

The drug interactions trial is reported in the following publication: Clin Ther. 2014 Aug 1;36(8):1159-70. Pharmacokinetic interaction between Rosuvastatin and Olmesartan: a randomized, open-label, 3-period, multiple-dose crossover study in healthy Korean male subjects. Roh H, Son H, Lee D, Chang H, Yun C, Park K.

Purpose: Rosuvastatin has been widely used in combination with Olmesartan for the treatment of dyslipidemia accompanied by hypertension. With no information currently available on the interaction between the 2 drugs, a pharmacokinetic study was conducted to investigate the influence of Rosuvastatin on Olmesartan and vice versa when the 2 drugs were coadministered. The purpose of this study was to investigate the pharmacokinetic profile of coadministration of the Rosuvastatin 20-mg tablet and the Olmesartan 40-mg tablet and the associated drug-drug interaction in healthy South Korean male volunteers.

Methods: This was a randomized, open-label, 3-period, multiple-dose crossover study. Eligible subjects were aged 20 to 50 years and within 20% of their ideal body weight. After being randomly assigned to 6 groups of equal number, subjects received each of the following 3 formulations once a day for 7 consecutive days with an 8-day washout period between the formulations: Rosuvastatin 20-mg tablet, Olmesartan 40-mg tablet, and coadministration of the Rosuvastatin 20-mg tablet and the Olmesartan 40-mg tablet. Blood samples were collected up to 72 hours after dosing, and pharmacokinetic parameters were determined for Rosuvastatin, its active metabolite (N-desmethyl Rosuvastatin), and Olmesartan. Adverse events were evaluated based on subject interviews and physical examinations.

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Findings: Among the 36 enrolled subjects, 34 completed the study (mean [range] age, 28.6 [23-49] y; mean [range] weight, 66.4 [52.2-78.7] kg). The 90% CIs of the geometric mean ratios for the primary pharmacokinetic parameters for the coadministration of the 2 drugs to the mono-administration of each drug were 85.14% to 96.08% for AUCT and 81.41% to 97.48% for Css,max for Rosuvastatin, and 77.55% to 89.48% for AUCT and 75.62% to 90.12% for Css,max for N-desmethyl Rosuvastatin; those values were 95.61% to 102.57% for AUCT and 91.73% to 102.98% for Css,max for Olmesartan. Dizziness was the most frequently noted adverse drug reaction, occurring in 1 subject receiving mono-administration of Rosuvastatin, 1 subject receiving mono-administration of Olmesartan, and 4 subjects receiving coadministration of Rosuvastatin and Olmesartan. All the adverse events were expected, and there was no significant difference in the incidence between the 2 formulations.

Implications: This study suggests that Rosuvastatin and Olmesartan did not significantly influence each other's pharmacokinetics when coadministered. Although the pharmacokinetics of N-desmethyl Rosuvastatin were influenced by Olmesartan, such interactions were considered clinically insignificant. All 3 formulations were well tolerated, and no serious adverse events or drug reactions were noted.

Safety and efficacy

This study was a multi-institutional, randomized, double-bind, placebo-control, factorial design, 4-Arms, 8 week administration, Phase 3 clinical study for Korean patients with hypertension associated with dyslipidemia at the age in between 20 and 80 years. The final evaluation for efficacy endpoints was performed in 162 subjects who were administered with the investigational products once or more and satisfied the inclusion/exclusion criteria. An average rate of changes (ROC) of LDL-C in ST-101 from baseline after 8 weeks was -52.30%, an average ROC of LDL-C in Olmesartan 40 mg was -0.56%, that in Rosuvastatin 20mg was -46.86% and that in placebo was -3.19%. The difference of average ROC of LDL-C between ST-101 and Olmesartan 40 mg after 8 weeks was -51.74%, and a decreasing rate of LDL-C in ST-101 was statistically greater than in Olmesartan 40 mg (p-value<0.0001). An average change (LS Mean±SE) of DBP in ST-101 from baseline after 8 weeks was -10.36(±1.20) mmHg, and an average change (LS Mean±SE) of DBP in Rosuvastatin 20 mg as a placebo effect for change of DBP was 0.11(±1.55) mmHg. The difference of average change of DBP (LS Mean Difference±SE) between ST-101 and Rosuvastatin 20 mg after 8 weeks was -10.46(±1.83) mmHg, and a decreasing rate of DBP in ST-101 was statistically greater than in Rosuvastatin 20 mg (p-value<0.0001).

ST-102

Hypertension affects approximately 1 billion people worldwide and is projected to increase to 1.38 billion people by 2019.  While Hypertension can be controlled with drugs and lifestyle changes in the majority of patients, uncontrolled or resistant hypertension is a significant unmet clinical need in 22% of the hypertensive population. The definition of resistant hypertension is defined as the failure to reach controlled blood pleasure with more than 3 drugs regimen at optimal dosage that includes at least 1 diuretic. According to The New England Journal of Medicine 2014 370:1393-1401 concluded that Renal Artery Denervation treatment, defined below, for Resistant Hypertension has failed. In conclusion, without renal denervation, there is no treatment option for resistant Hypertension.

Renal denervation is a novel therapy approved for uncontrolled hypertension.  The renal denervation system consists of a generator and flexible catheter.  During this minimally invasive procedure, the interventionalist uses a catheter that emits radio frequency (RF) energy across multiple electrodes.  The RF energy is delivered to a renal artery via standard femoral artery access.  A series of 1-minute ablations are delivered along each renal artery to disrupt the nerve.

SYMPLICITY HTN-3 clinical trial by Medtronic Inc.: Renal Artery Denervation Fails for Resistant HTN.  March 29, 2014 in this trial, Medtronic attempted to prove the efficacy of renal denervation to treat resistant hypertension. Resistant hypertension is defined as high blood pressure not controlled on 3 or more drugs and one of those being hydrochlorothiazide.

Despite meeting primary safety endpoints, SYMPLICITY HTN-3 – the pivotal U.S. trial examining renal denervation for treatment-resistant hypertension – has fallen short of its secondary efficacy goals, and failed to reach its primary efficacy endpoint as announced earlier this year by the study's sponsor. The new data was released March 29 as part of ACC.14 in Washington, DC, and simultaneously published in the New England Journal of Medicine (NEJM). (Bhatt, et al., 2014)  

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In a study by Stephanie Brinker, MD, Volume 63, issue 8 March 2014, Journal of the American College of Cardiology, A therapeutic monitoring device similar to TDM, was used in 56 resistant hypertension subjects in whom all antihypertensive drugs prescribed were titrated to the maximal or near-maximal doses at the time of evaluation. The remaining 127 patients did not use the therapeutic monitoring device, because of sub maximal dosages of the antihypertensive drugs. The subjects who received the therapeutic device resulted in additional decline in SBP and DBP, especially among non-adherent patients.  (Brinker, et al., 2014)

Therefore, ST-102 (ST-101 with TDM) is proposed to manage resistant hypertension for which there is an unmet need.

We have developed TDM, a point care device to maintain drug level below its toxicity level and above its ineffective level, see further discussion in Product/License TDM section, coupled with ST-101, which is intended to address the unmet medical need for treatment of resistant hypertension.  This device will be used together with ST-101 for the treatment of resistant hypertension.  We plan to conduct a clinical trial examining the safety and efficacy of ST-102 for treatment of resistant hypertension.

ST-103

Familial Hypercholesterolemia, or “FH”, is an inherited genetic disorder that affects the body’s ability to manage cholesterol.  The result is very high levels of LDL, or “bad” cholesterol, from birth.  This protracted exposure to high levels of LDL leads to a twenty fold increase in the risk of premature cardiovascular disease.

The gene mutation that causes FH is autosomal dominant.  This means that a parent with the disorder has a 50% chance of passing that gene to each of his or her children.  If a child inherits the gene, because it is dominant, he or she will have the disorder.  The term autosomal vs x-linked refers to the fact that the gene is not related to the sex chromosomes.  It does not matter if it is the mother or the father who has the gene, or if the child is a girl or a boy.  Autosomal dominant disorders, like FH, tend to appear in each generation in a family.  Because of this, people with FH have a family history of heart disease or stroke.  However, if the child does not inherit the FH gene from his or her affected parent, he or she will not have the disorder and cannot pass it on to the next generation.  There are 2 types of FH, including Heterozygous Familial Hypercholesterolemia (HeFH) and Homozygous Familial Hypercholesterolemia (HoFH),

Heterozygous vs Homozygous FH

If the child inherits the FH gene from one of the parent, the child will have heterozygous FH, meaning the child have one FH gene and one normal gene.  About 1 in 250 people around the world have heterozygous FH.  Heterozygous FH is characterized by very high LDL cholesterol (above 190 for adults or above 160 for children) and a family history of high cholesterol, heart disease or stroke.

If both of the  parents have FH and the child inherit the FH gene from each of them, the child will have homozygous FH, meaning the child have two FH genes.  Having two FH genes makes the disorder much more severe.  Homozygous FH is very rare.  Approximately 1 in one million people worldwide has homozygous FH.  Homozygous FH is characterized by extremely high levels of LDL cholesterol and symptoms can be seen in childhood.  Homozygous FH is much more difficult to treat adequately and people with homozygous FH can suffer from cardiac events even before the teen years.

Heterozygous FH: Signs, Symptoms and Treatment

People with FH have elevated cholesterol from birth.  Cholesterol screening in children can identify people with probable FH based on an LDL-C level above 160 and a family history of heart disease.  Cholesterol screening in adults can identify people with probable FH based on and LDL cholesterol level above 190 and a family history of heart disease.  Many people with heterozygous FH do not exhibit any other symptoms.  Only 10% of people with FH in the United States have been diagnosed, so some people do not learn that they have it until they suffer a coronary event such as myocardial infarction (MI) or sudden cardiac death.  Some people will have signs of elevated cholesterol such as xanthomas (fatty deposits under the skin, often on the Achilles tendon or on the joints of the hand), xanthalasmas (fatty deposits under the skin on the eyelids) or corneal arcus (a grayish ring on the periphery of the cornea).  

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Homozygous FH: Signs, Symptoms and Treatment

The signs and symptoms of homozygous FH are the same as for heterozygous FH, however they appear earlier, often in early childhood, and the disease progresses much more aggressively.  Cholesterol levels into the 700’s or even 1,000 require an early, aggressive and multi-pronged approach.

All of the treatments used for heterozygous FH are also used to treat homozygous FH.  In addition, people with homozygous FH often undergo LDL apheresis, a process by which blood is removed through the patient’s vein and LDL isfiltered out before the blood is passed back into a different vein, similar to dialysis.  Some homozygous FH patients undergo a liver transplant in order to normalize LDL levels.

ST-103 is expected to reduce CVD risk associated with HeFH and HoFH through simultaneous and synergistic control of BP and HCE.  HCE control needs maximum statin delivered by AUC dosing and BP control needs low dose ARB.  We plan to conduct a clinical trial examining the safety and efficacy of ST-103 for treatment of HeFH and HoFH.. ST-103 of HoFH will enjoy orphan drug status with 7 years of regulatory exclusivity  because the ST-103 market size for HoFH is less than 200,000 patients in US. 

Affiliates

Daewoong Pharmaceuticals Co. Ltd., a company incorporated under the laws of South Korea (“Daewoong”), a leading pharmaceutical company in South Korea, owns 10% of the common stock of Stocosil, was established in 1945.  Daewoong Pharmaceutical Co., Ltd. (KSE069620) has the largest prescription drug sales in South Korea and envisions itself to become a top 50 global healthcare company by 2020.  In addition to its current product portfolio, which includes 15 products, Daewoong has built strong core competency for new drug development. Daewoong’s gross sale was USD $626 million in 2013 and has 22 branches worldwide.

Autotelic Inc., a Delaware corporation (“Autotelic Inc.”) and Autotelic LLC, a Delaware limited liability company (“Autotelic LLC”), our affiliate companies, together owns 41% of the common stock of Stocosil.

Autotelic Inc. is experienced in conducting clinical trials and the development of new drugs and incrementally modified drugs in the U.S.  Autotelic Inc. will provide certain services to Stocosil, including but not limited to R&D research, FDA regulatory compliance, CMC expertise, payroll and human resources and other services to the Company.  Autotelic Inc. will perform such services pursuant to a Master Service Agreement (“MSA”) to be executed by Autotelic Inc. and Stocosil on June 18, 2015 and effective as of January 1, 2015, where the Company will pay Autotelic Inc. an amount equal to the actual cost plus 100% mark up on the actual labor hours and 20% mark up on the contracted third party services on behalf of the Company for providing the foregoing services to the Company.  The Company shall reimburse Autotelic Inc. for 100% of any out-of-pocket expenses, including travel, office, rent, and corporate professional fees incurred in connection with the Company operations. As of June 30, 2016 and 2015, Stocosil Inc. has accrued for such expenses approximately in the amount of USD $335,067 and $373,456.

Autotelic Inc. and Autotelic LLC possess certain know-how and intellectual property rights to the proprietary Therapeutic Drug Monitoring device (“TDM”) to test therapeutic drug concentrations.

License

Autotelic Inc. and the Company intend to enter into the Intra-Company License and Development Agreement  in the mid-year of 2017 (the “Intra-Company License Agreement”), for the purpose of developing Olostar® in combination with TDM, in the U.S. (“ST-102”  and “ST-103”).  During the term of the Intra-Company License Agreement, Autotelic Inc.  will grant the Company a limited use license to TDM for the development, including the conduct of clinical trials, for the testing for treating uncontrolled Hypertension patients with ST-102 and FH with ST-103.  Under the terms of the Intra-Company License Agreement, the data and all intellectual property generated from the conduct of clinical trials as related to TDM will be owned by Autotelic Inc.

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Therapeutic Drug Monitoring (TDM) is used in personalized medicine to measure the specific medication concentration in patient’s blood.  A full pharmacokinetic (PK) study is required to determine whether patients are getting the appropriate and efficient dosage.  Personalized medicine without regard to pharmacokinetic (PK) variability results in misclassification of patients due to either too much drug exposure resulting in toxicity among patients that would have benefitted from lower amount of the drug, or too little drug exposure in a supposedly sensitive population.  Personalized medicine with Therapeutic Drug Monitoring removes the PK variability and allows for the correct classification of the patients according to biomarkers.  However, at the current state, a full pharmacokinetic study requires not only multiple high-volume blood draws and extended stays in the hospital but also testing method by LC/MS/MS, an evaluation of Multidimensional Chromatography Coupled with Tandem Mass Spectrometry for Large-Scale Protein Analysis, which are both time-consuming and expensive.   Point of Care TDM device for PK guided dosing as a companion diagnostic device consists of a quantitative lateral flow platform coupled to a reader. Only small amount of blood is needed for the test.  Individual pharmacokinetic profiles can be obtained and used to determine the suitable treatments. In addition, the lateral flow PK quantitative assay can be deployed at point-of care (in home, doctor’s office or central lab).

Furthermore, Autotelic LLC and the Company intend to enter an Intellectual Property Transfer Agreement (the “IP Agreement”) in the mid-year of 2017, for the know-how around the TDM device as set forth below.  Autotelic LLC also has rights to the data for filing of additional IPs around the technology to protect ST-102/ST-103 and the device. In return Stocosil will be able to leverage, as needed, the patent portfolio of Autotelic LLC to conduct its business.

The intellectual property and technical know-how around the TDM device are part of Autotelic LLC patent portfolio.  The patent filings are listed below.

Status (Filed, Provisional, Approved)	Number	Title	Date of Filing	Date of US patent Expiration if granted (expected)
Filed PCT Nationalized	PCT/US2013/046040	Methods and compositions for personalized medicine by POC devices for FSH, LH, hCG and BNP	06/15/2013	06/15/2033
United States	14/407,715
Australia	2013274016
CA	2876486
Japan	2015517474
South Korea	10-2015-7000756
India	2472/MUMNP/2014
EP	13805123.0
P.R. China	2013800316648
Filed PCT Nationalized	PCT/US2012/039993	Methods and Compositions for Therapeutic Drug Monitoring and Dosing by Point-of-Care Pharmacokinetic Profiling	05/30/2012	05/30/2032
United States	13/261/786
Japan	2014513663
P.R. China	201280038476.3
CA	2837331
Australia	2012262322
EP	12792802.2
India	2458/MUMNP/2013
Filed PCT	PCT/US16/12884	Methods for Olmesartan Dosing by AUC	1/11/2016	1/11/2036
United States	14/992/898
Taiwan	105102921
South Korea	10-2016-7002748
Filed Provisional	62/277,406	Device and Method for Improving Compliance in Treating Hypertension	1/11/2016	N/A- Not PCT yet

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Autotelic Inc., and the Company intend to enter into License and Development Agreement in the mid-year of 2017 (the “TDM License Agreement”), for the purpose of developing Olostar® in combination with TDM, in the U.S. (“ST-102”).  During the term of the License Agreement, Autotelic Inc. will grant the Company a limited use license to TDM for the development, including the conduct of the clinical trials, for the testing for treating uncontrolled Hypertension patients, of ST-102.  Under the terms of the License Agreement, Autotelic Inc. will provide the device to the Company at cost + 100% during its clinical development and Autotelic Inc. is allowed to use the data generated for its regulatory filing and commercialization of the device. 

Daewoong has developed Olostar® (“ST-101”), the world’s first complex incrementally modified drug (“IMD”) consisting of ARB family, olmesartan medoxomil, and statin Family, rosuvastatin calcium, which allows the management of both hypertension and dyslipidemia at the same time.

On February 27, 2015, we, together with Autotelic Inc. and Autotelic LLC, entered into a Product Development, License and Commercialization Agreement (the “Daewoong Agreement”) with Daewoong.  Under the terms of the Daewoong Agreement, we received the exclusive rights to develop and commercialize ST-101 in the U.S., Canada, Japan, Taiwan and certain South American countries (“Stocosil Territory”).  The Daewoong Agreement grants the Company a license to use patents and other intellectual property of Daewoong in connection with the research, development, use, importing, manufacture, sale and offer for sale of ST-101.  Under the Daewoong Agreement, we are responsible, among other things, for the development and commercialization of ST-101 in the U.S. Canada, Japan, Taiwan and certain South American countries.  Under the terms of the Daewoong Agreement, as consideration for the grant of the licenses, we have agreed to: (i) pay Daewoong certain development milestone payments upon achievement of certain development milestones for ST-101 in the U.S; (ii) granted an unvested warrant to Daewoong to purchase 500,000 shares of our common stock; (iii) pay Daewoong a sales milestone payment upon achievement of $20,000,000 in net sales of ST-101 and ST-102.

Under the terms of the Daewoong Agreement, we have granted certain intellectual property rights to Daewoong with respect to the data we generate for ST-101 and to use patents and other intellectual property of the Company in connection with the development and commercialization of ST-102 outside the Stocosil Territory.  In consideration for such license, Daewoong has agreed to: (i) pay us a royalty on net sales outside of the Stocosil Territory of ST-101 in countries where Daewoong has used our data to obtain regulatory approval; and (ii) pay us a royalty on net sales of ST-102 outside the Stocosil Territory.

We intend to develop the products and conduct clinical trials, to be conducted by Autotelic Inc. pursuant to the MSA: (i) to obtain regulatory approval to commercialize ST-101 in the U.S. in 2018; and (ii) to obtain regulatory approval for ST-102 in the U.S. in 2021 or 2022.

Distribution

The Company, following receipt of all necessary regulatory approval, plans to commercialize ST-101, ST-102 and ST-103 through the pharmaceutical distribution channels such as Amerisource Bergen, McKesson, SymplMed and Cardinal Health.  We do not have any agreements in place with such distributors at this time and there is no assurance that these companies will agree to distribute ST-101, ST-102 or ST-103.

ST-101 will be the only once-daily fixed dose combination of olmesartan medoxomil and rosuvastatin calcium.  It simplifies dosing for those patients currently having to take multiple pills for both diseases.  The indication will be for hypertension and hyperlipidemia in adults. The planned dosage strengths are 40/20 mg, 20/20 mg,20/10 mg, 20/5 mg once-a-day, regardless of food.  ST-101 will be submitted to the FDA as a NDA 505(b)(2) new drug application. As part of this NDA application, ST-101 dosage forms in tablets will need to demonstrate bioequivalence to the reference listed drugs separately. 

ST-102, the fixed dose combination of olmesartan medoxomil and rosuvastatin calcium is coupled with Autotelic Inc’s Therapeutic Drug Monitoring (TDM) device for the treatment of uncontrolled resistant hypertension.  ST-102 is anticipated to provide an unmet need for patients with resistant hypertension.  Personalized dosing can reduce variability in pharmacokinetics, reduce toxicity, increase efficacy and improve compliance. TDM guided counseling will provide better adherence to medications in conjunction with ST-102 and increase effectiveness in resistant hypertension.

ST-103, the fixed dose combination of olmesartan medoxomil and rosuvastatin calcium with different presentations specifically treats HeFH and HoFH. ST-103 use TDM to allow for high dose Rosuvastatin therapy. The planned dosage strengths are 5/10 mg, 5/20 mg,5/40 mg, once-a-day, regardless of food.  ST-103 will be submitted to the FDA as a NDA 505(b)(2) new drug application around last quarter of 2020.  

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The ST-101 market size of patients on olmesartan medoxomil who also have hyperlipidemia is 445,000. The ST-102 market size of uncontrolled hypertension is 7,190,260 patients.  The ST-103 market size for HoFH is less than 200,000 patients in US and more than 1 million patients for HeFH. 

The Company plans to commercialize ST-101 through the pharmaceutical distribution channels with partner(s) either through an exclusive/non-exclusive distribution license or partnership.  The potential partner would already have established footprint/sale force in the applicable territory with menu of similar products, allowing us to rapidly launch our products without incurring costs typically associated with building out a sales and marketing team.  The Company will retain a core sales and marketing team to oversee the process.  This core team will also be responsible for the build out of sales and marketing team to support the launch of ST-102 and all subsequent products in its pipeline.

Marketing and Sales

The Company is a development stage pharmaceutical company and we do not expect to have any customers until our products are approved by the FDA for commercialization in the US, or approved by other regulatory authorities in their jurisdiction.

We currently do not have any clinical or commercial manufacturing or sales capabilities. We may or may not manufacture the products we develop, if any. We intend to license to, or enter into strategic alliances with, larger companies in the pharmaceutical business, which are equipped to manufacture, market and/or sell our products, if any, through their well-developed manufacturing capabilities and distribution networks. We intend to license some or all of our worldwide patent rights to more than one third party to achieve the fullest development, marketing and distribution of any products we develop.

Vendors

Daewoong is the Company’s sole supplier of ST-101 pursuant to the terms of the Daewoong Agreement. 

Autotelic Inc. is the Company’s sole supplier of TDM pursuant to the terms of License and Development Agreement to be entered into in the fourth quarter of 2016 (the “TDM License Agreement”), for the purpose of developing ST-101 in combination with TDM, in the U.S. (“ST-102”).

Our plan is to retain Daewoong for supplying ST-103 for clinical trial as well as marketing and distributions.

Drug Development

Stocosil’s drug development progress contains three programs, the first phase is for ST-101, which is ST-101 drug development, the second phase is for ST-102 and the third phase is ST-103, as a combination drug and device (ST-101 with TDM).  Stocosil had its EOP2 (End Of Phase II) meeting with the FDA for ST-101 in December 2015 and FDA’s responses were very clear and provided the Company with a defined 505(b)(2) pathway for the product.  Subsequently, Stocosil had its Pre New Drug Application (PNDA) meeting with FDA in June 2016 and FDA confirms most of the nonclinical, clinical, and Chemistry, Manufacturing, and Controls (CMC) data for ST-101 to support a 505(b)(2) submission is sufficient and the Company plans to submit the NDA for ST-101 in the mid-year of 2017.  The Company currently plans to submit the ST-102 NDA in the mid-year of 2020 or early 2021 and ST-103 NDA in late 2021. 

Autotelic Inc. has been providing certain services to Stocosil, including but not limited to R&D research, FDA regulatory compliance, CMC expertise, payroll and human resources and other services to the Company.  Autotelic Inc. has performed such services pursuant to a Master Service Agreement (“MSA”).  Currently, the accumulated amount spent on developing ST-101 is approximately $3,648,939 as of June 30, 2016. 

TDM device will be provided by Autotelic Inc. during the phase III clinical trial, which is expected to start upon sufficient funding is secured.  The Company plans to start the road show in the mid-year of 2017 in association with ST-102 and ST-103.  The expenses spent on developing ST-102 are minimal and none for ST-103 as of June 30, 2016. 

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Competition

Olostar® is an ARB+statin complex developed independently by Daewoong. It is the world's first drug consisting of olmesartan medoxomil of the ARB series and rosuvastatin calcium of the statin series, a Fixed Dose Combination (“FDC”), which is capable of treating both hypertension and dyslipidemia at the same time.  Individual drugs with olmesartan medoxomil or rosuvastatin calcium as the active pharmaceutical ingredient have been sold in the United States for years.  The Company will have competition for patients that prefer to purchase a single drug.  Additionally, CADUET® is an FDC currently marketed in the United States for the treatment of combined hypertension and hyperlipidemia and is a direct competitor of ST-101.

Once the Company is granted with the orphan drug approval for ST-103, ST-103 will enjoy orphan drug status with 7 years of regulatory exclusivity, waived regulatory filing fees, and R&D credit. 

Intellectual Property

Currently, Olostar® is protected by one issued PCT patent which has been nationalized (including in the United States): Pub. No.: WO/2013/147462; International Application No.: PCT/ KR2013/ 002378; Publication Date: March 10, 2013; International Filing Date: March 22, 2013 by Daewoong. The Korean patent will expire on March 22, 2023.  This patent is directed to compositions for producing olmesartan medoxomil and rosuvastatin together in a single dosage form. 

The claims pending in the Daewoong US patent application (Ser. No. 14/388,115), which, if issued as a patent, would expire in March 22, 2033, and the composition of the patent is described as follows:

-   A pharmaceutical composition in a single dosage form comprising:  

- A compartment comprising olmesartan medoxomil; and a compartment comprising rosuvastatin or a salt thereof, each of the compartments being formulated in a separate form, wherein the compartment comprising olmesartan medoximil comprises low substituted hydroxyproply cellulose, as a disintegrant, in an amount of 7.5 to 65% by weight based on the total weight of the compartment, and

- The compartment comprising rosuvastatin or a salt thereof comprises one or more disintegrant selected from the group consisting of crospovidone, low substituted hydroxypropyl cellulose, croscarmellose sodium, and carboxymethylcellulose calcium, in an amount of 2 to 20% by weight based on the total weight of the compartment.

This PCT is licensed to the Company under the terms of the Daewoong Agreement.  Daewoong also filed the PCT in the following countries:

Country code	Status	Application No.	Entry Date
AU	Filed	2013240846	8/8/2014
CA	Filed	2866377	9/4/2014
EPO	Filed	20130769567	8/14/2014
JP	Filed	2015503112	9/29/2014
U.S.	Filed	14388115	9/25/2014
MX	Filed	2014011510	9/25/2014
PH	Filed	2013120145018	8/11/2014
HK	Filed	20150100605
CN	Filed	2013800180830	9/29/2014
CL	Filed	20140002581
KR	Granted	1020130030734	Filing date: 3/22/2013

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Government Regulation

Government authorities in the U.S. (including federal, state and local authorities) and in other countries, extensively regulate, among other things, the manufacturing, research and clinical development, marketing, labeling and packaging, storage, distribution, post-approval monitoring and reporting, advertising and promotion, pricing and export and import of pharmaceutical products, such as those we are developing. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Moreover, failure to comply with applicable regulatory requirements may result in, among other things, warning letters, clinical holds, civil or criminal penalties, recall or seizure of products, injunction, and disbarment, partial or total suspension of production or withdrawal of the product from the market. Any agency or judicial enforcement action could have a material adverse effect on us.

U.S. Government Regulations

In the U.S., the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations. Drugs are also subject to other federal, state and local statutes and regulations. The process required by the FDA before drugs may be marketed in the U.S. generally involves the following:

Pre-Clinical Testing:  Before beginning testing of any compounds with potential therapeutic value in human subjects in the United States, stringent government requirements for pre-clinical data must be satisfied.  Pre-clinical testing includes both in vitro, or in an artificial environment outside of a living organism, and in vivo, or within a living organism, laboratory evaluation and characterization of the safety and efficacy of a drug and its formulation.

Investigational New Drug, IND, Applications, Pre-clinical testing results obtained from in vivo studies in several animal species, as well as from in vitro studies, are submitted to the FDA, or an international equivalent, as part of an IND or equivalent, and are reviewed by the FDA prior to the commencement of human clinical trials. The pre-clinical data must provide an adequate basis for evaluating both the safety and the scientific rationale for the initial clinical studies in human volunteers. 

Clinical Trials: Clinical trials involve the administration of the drug to healthy human volunteers or to patients under the supervision of a qualified investigator pursuant to an FDA-reviewed protocol. Human clinical trials typically are conducted in three sequential phases, although the phases may overlap with one another. Clinical trials must be conducted under protocols that detail the objectives of the study, the parameters to be used to monitor safety, and the efficacy criteria, if any, to be evaluated. Each protocol must be submitted to the FDA as part of the IND.

Phase 1 clinical trials—test for safety, dose tolerance, absorption, bio-distribution, metabolism, excretion and clinical pharmacology and, if possible, to gain early evidence regarding efficacy.

Phase 2 clinical trials—involve a small sample of the actual intended patient population and seek to assess the efficacy of the drug for specific targeted indications, to determine dose-response and the optimal dose range and to gather additional information relating to safety and potential adverse effects.

Phase 3 clinical trials—consist of expanded, large-scale studies of patients with the target disease or disorder to obtain definitive statistical evidence of the efficacy and safety of the proposed product and dosing regimen.

Phase 4 clinical trials—conducted after a product has been approved. These trials can be conducted for a number of purposes, including to collect long-term safety information or to collect additional data about a specific population. As part of a product approval, the FDA may require that certain Phase 4 studies, which are called post-marketing commitment studies, be conducted post-approval.

Good Clinical Practices: All of the phases of clinical studies must be conducted in conformance with the FDA's bioresearch monitoring regulations and Good Clinical Practices, which are ethical and scientific quality standards for conducting, recording, and reporting clinical trials to assure that the data and reported results are credible and accurate, and that the rights, safety, and well-being of trial participants are protected.  The FDA may order the temporary or permanent discontinuation of a clinical trial at any time.

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In order to obtain marketing authorization for our products, we must submit to the FDA the results of the pre-clinical and clinical testing, together with, and among other things, detailed information on the manufacture and composition of the product, in the form of a new drug application.

Upon completion of the clinical trials, the Company will send the FDA the evidence from these tests to prove the product is safe and effective for its intended use (505(b)2 New Drug Application (NDA) in the US).  The FDA will review these data and determine if we have approval to market the product at the specified dose(s) and formulation(s) for the specified indication(s).

Once regulatory approval has been granted, the approved product and its manufacturer are subject to continual review by the FDA. Any regulatory approval that we receive for our products may be subject to limitations on the indicated uses for which the product may be marketed or contain requirements for potentially costly post-marketing follow-up studies to monitor the safety and efficacy of the product. In addition, if the FDA approves any of our products, we will be subject to extensive and ongoing regulatory requirements by the FDA and other regulatory authorities with regard to the labeling, packaging, adverse event reporting, storage, advertising, promotion and recordkeeping for our products. In addition, manufacturers of our products are required to comply with current cGMP regulations which include requirements related to quality control and quality assurance, as well as the corresponding maintenance of records and documentation. Further, regulatory authorities must approve these manufacturing facilities before they can be used to manufacture our products, and these facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP regulations.

We are also subject to a variety of regulations governing clinical trials and potential sales of our products outside the United States.  Whether or not FDA approval has been obtained, approval of conduct of a clinical trial or authorization of a product by the comparable regulatory authorities of foreign countries and regions must be obtained prior to the commencement of marketing the product in those countries. The approval process varies from one regulatory authority to another and the time may be longer or shorter than that required for FDA approval. In the E.U., Canada and Australia, regulatory requirements and approval processes are similar, in principle, to those in the United States.

Employees

We have a total of 4 part time employees.  All of our administration, regulatory, CMC, CMO, non-clinical and clinical works are all provided by Autotelic Inc. pursuant to the Master Services Agreement.

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DESCRIPTION OF PROPERTY

We do not have laboratory facilities.  We have outsourced our laboratory work to third party vendor or affiliated company, Autotelic Inc., which is located at 940 South Coast Drive, Ste. 100, Costa Mesa, CA 92626.  We do not intend to lease laboratory facilities from Autotelic Inc. 

On May 31, 2015 Stocosil entered into a sublease agreement effective as of January 1, 2015 with Autotelic Inc. for office space furnished by Autotelic Inc. located at 17870 Castleton St., Ste. 250, City of Industry, CA 91748.  For the period from July 1, 2015 to June 30, 2016 and from inception (December 11, 2104) to June 30, 2015, we recorded $12,000 and $6,000 as an estimate of the fair value of the rental of the office space.  The gross rent for the office space is $1,000 per month.  The lease expires on October 31, 2016.

On October 31, 2016, the Company has executed the sublease agreement with Autotelic Inc. for additional twenty four (24) months from November 1, 2016 to October 31, 2018 with monthly payment in the amount of one thousand dollars ($1,000), payable on the first day of each month.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Offering Circular. Some of the information contained in this discussion and analysis or set forth elsewhere in this Offering Circular, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Offering Circular for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a pharmaceutical company engaged in the discovery, acquisition, development and commercialization of proprietary drug therapeutics in the U.S. and foreign territories.  Our primary therapeutic focus is hypertension and hypercholesterolemia.  We currently have three clinical development programs underway:

·  FDA approval of ST-101;

·  FDA approval of the ST-101 coupled with a therapeutic drug monitoring device (ST-102); and

· FDA approval of the high dose ST-101 coupled with a therapeutic drug monitoring device (ST-103).

Autotelic Inc., an incubator, founded us in December 2014.  Autotelic Inc. is a medical technology company that possesses devices to test therapeutic drug concentrations and the research and development expertise.  Autotelic Inc. has experience in clinical trials and development of new drugs and incrementally modified drugs in the U.S.  We have entered into a Master Service Agreement with Autotelic Inc. for the services of scientific and administrative support personnel.  We have four (4) part-time employees other than through our Master Service Agreement with Autotelic Inc.

We have licensed the rights to Olostar® (ST-101) in the U.S., Canada, Taiwan, Japan, Australia and certain part of Latin American from Daewoong Pharmaceuticals Co. Ltd.  Daewoong is a leading pharmaceutical company in the South Korean prescription drug market.  Daewoong has a strong network of sales and marketing specialists operating throughout the South Korean Peninsula.  We also hold the global right for resistant Hypertension, (ST-102).  We have licensed the rights, (ST-102), for territories outside of US, Canada, Taiwan, Japan and Australia to our partner Daewoong.  In the future, we may enter into additional sale and marketing licenses in additional territories which could generate income in the form of upfront & milestone payments as well as royalties.

We plan to develop ST-103, a fixed-dose combination of olmesartan medoxomil and high dose rosuvastatin calcium for the treatment of Familial Hypercholesterolemia, or “FH”, is an inherited genetic disorder that affects the body’s ability to manage cholesterol.  We plan to conduct clinical trial for ST-103 when the funding is available.

Plan of Operations

We were incorporated on December 11, 2014 and are considered a development-stage company.  We expect to continue to incur significant research and development and other expenses.  Our net loss from inception through June 30, 2015 was $921,809 and our net loss for the year ended June 30, 2016 was $2,727,130.  As of June 30, 2016, we had a total accumulated stockholders’ deficit of $3,648,939. We expect to continue to incur losses for the foreseeable future as we expand our product development activities, seek necessary approvals for our product candidates, and begin commercialization activities. 

Our plan of operation for the twelve months following the commencement of this offering is to continue our efforts to obtain FDA regulatory approval for ST-101 and to establish a market alliance for ST-101.  Our plan of operations also includes starting clinical trial for ST-102.  We expect to move forward on NDA submission with FDA for ST-101, in the mid-year of 2017.

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The majority of our operating expenses to date have been for research and development activities related to ST-101, ST-102 and ST-103, and for costs associated with our formation, including legal, recruiting, travel and fundraising.  Since inception through June 30, 2016, the company incurred stock-based compensation by issuing warrants to purchase 283,421 shares of our common stock to Autotelic Inc. as part of the MSA described in the Interest of Management and Others in Certain Transactions section, exercisable at a price of $5 per share. 

Deferred Income

The Company had received an initial milestone down payment of $75,000 from a pharmaceutical company for licensing rights of the Company's product after FDA approval.  When FDA approval is given, this revenue will be recognized through the term of the license.

Research and Development Expense

We expect R&D expenses to be a substantial part of our costs in support of the FDA approval procedure for ST-101, ST-102 and ST-103.  R&D expenses consist primarily of FDA regulatory approval procedures and clinical studies performed by contract research organizations, third party consultants, and personnel costs, including salaries, benefits and overhead allocations.

Research and development costs are expensed as incurred.  Research and development expense consists primarily of third-party consultant fees attributable to services received from Autotelic Inc. under the Master Service Agreement and expenses related to our clinical studies.

The following table presents the components of research and development expenses:

	For the Year Ended  June 30, 2016 (Audited)		For the Period from Inception (December 11, 2014) to June 30, 2015 (Audited)
Personnel and related benefits	$	1,432,759	$	500,384
Third-party consulting and service fees		937,725	$	187,020
Development costs		81,000	$	67,057
Other	$	275,646	$	167,348
Total	$	2,727,130	$	921,809

Research and development expense since inception include expenses associated with services provided by Autotelic Inc. employees for Chemistry, Manufacturing Controls services, regulatory planning, submission services, clinical, nonclinical services, human resources, accounting, forecasting, finance services, corporate compliance, business commercialization services and IP services.  In addition, we also retained third-party consultants to assist us in performing all the aforementioned services.

We expect research and development expense to increase significantly as we add personnel, commence additional clinical studies and other activities to develop our drug product candidates.  From inception (December 11, 2014) to June 30, 2016, the Company had spent approximately $3.6 million on research and development for ST-101, ST-102 and ST-103.

The timing and amount of our research and development expenses will depend largely upon the outcomes of current and future trials for our drug product candidates as well as the related regulatory requirements and manufacturing costs.  We cannot determine with certainty the duration and completion costs of the current or future development activities.

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General and Administrative Expense

General and administrative expense consists of personnel-related costs, including salaries and benefits, and also includes expenses attributable to services received from Autotelic Inc. under the Master Service Agreement, rent and other facilities costs and professional and consulting fees for legal, accounting, tax services and other general business services.  Since inception through June 30, 2016, the company incurred stock-based compensation by issuing warrants to purchase 283,421 shares of our common stock to Autotelic Inc. as part of the MSA described in the Interest of Management and Others in Certain Transactions section, exercisable at a price of $5 per share. We expect general and administrative expense to increase significantly as we incur operating costs related to being a public company, including building our corporate infrastructure. 

Liquidity and Capital Resources

Since our inception, we have not generated any revenue and we have funded our operations primarily through the issuance of equity securities and convertible promissory notes.  We have incurred losses and negative cash flow from operations from inception to June 30, 2016, we had an accumulated deficit of $3,648,939. We anticipate that we will continue to incur losses for the next several years due to expenses relating to: 

·  trials of our products and product candidates;

·  establishing manufacturing capabilities; and

·  commercialization of our prescription drug product candidates, if approved.

As of June 30, 2016, we had cash and cash equivalents of $115,340.  In February 2015, we received aggregate gross proceeds of $1,003,400 from the issuance of 4,454,545 shares of common stock, and also in February 2015, we issued $716,000 aggregate principal amount of convertible notes with maturity date as of January 31, 2017.  On December 31, 2015, we issued additional $750,000 aggregate principal amount of convertible notes with maturity date as of January, 2017.  The convertible notes bear interest at 3% per annum and mature on January 31, 2017.  On June 30, 2016, we issued additional $141,000 aggregate principal amount of convertible notes with maturity date as of April 1, 2018.  As of June 30, 2016, $116,000 borrowings under these notes were received.  The convertible notes bear interest at 3% per annum.  Upon the completion of an equity financing by us of at least $1,500,000, or a sale of our company, we have the right to convert the outstanding principal amount of the notes into shares of our common stock at $0.60 for the February 2015 convertible notes and $5.00 and $8.00 for the December 2015 and June 2016 convertible notes.  Substantially all of the capital raised in the February and December 2015 private placements was attributable to sales to related parties including insiders and our founders.  These capital investments have allowed us to pay third party contractors, consultants, regulatory affairs, legal and accounting expenses, as well as fund daily operational expenses. 

Our recurring losses from operations raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We may never become profitable, or if we do, we may not be able to sustain profitability on a recurring basis.

We believe the net proceeds from this offering, together with our existing cash and cash equivalent, will be sufficient to fund our operating plan through at least the next twelve months and through the anticipated approval and launch of one or more of our product candidates, ST-101, ST-102 and ST-103. However, our operating plan may change due to many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financing may result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Further, although we do not have any current capital commitments, we expect that we will increase our expenditures following the closing of this offering once we have additional capital on hand in order to continue our efforts to develop and commercially launch ST-101 by mid-year 2017 and continue development of ST-102 and ST-103 in the near term.  However, we do not have any definitive plans as to the exact amounts or particular uses at this time, and the exact amounts and timing of any expenditure may vary significantly from our current intentions.

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Cash Flows

The following table shows a summary of cash flows for the periods set forth below:

	For the Year ended June 30, 2016 (Audited)			For the Period from December 11, 2014 (inception) to June 30, 2015 (Audited)
Net Loss	$	(2,727,130	)	$	(921,809	)
Adjustments to reconcile net loss to net cash used in operating activities	$	347,081		$	1,403
Change in operating assets and liabilities	$	283,232		$	547,442
Net cash used in operating activities	$	(2,096,817	)	$	(372,964	)
Net cash used in investing activities	$	(479	)	$	-
Net cash provided by financing activities	$	866,000		$	1,719,600
Cash at beginning of period	$	1,346,636		$	-
Cash at end of period	$	115,340		$	1,346,636

Net Cash Used in Operating Activities

For the period from inception through June 30, 2016, net cash used in operating activities was the result of our net loss of $3,648,939, which is offset by increase in change in operating asset and liability items of $830,674 and adjustments to reconcile net loss to net cash used in operating activities of $348,484.

For the period from inception through June 30, 2016, net cash used in operating activities was the result of developing ST-101. 

Net Cash Provided by (Used in) Investing Activities

During the period from inception through June 30, 2016, net cash used in investing activities consist of investment in Autotelic Taiwan.

Net Cash Provided by Financing Activities

During the period from inception through June 30, 2016, net cash provided by financing activities primarily consisted of the gross proceeds from the issuance of common stock and convertible notes in February 2015, December 2015, and June 2016. 

Commitments and Contingencies

The following table summarizes our contractual obligations as of June 30, 2016:

	Payments Due by Period
	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More Than 5 Years
Sublease Agreement	$	28,000	$	12,000	$	16.000	$	-	$	-
License Agreement	$	5,900,000	$	500,000	$	4,400,000	$	-	$	1,000,000
Master Service Agreement	$	334,391	$	334,391	$	-	$	-	$	-
Total	$	6,262,391	$	846,391	$	4,416,000	$	-	$	1,000,000

The Company entered into a sublease agreement with Autotelic Inc. for an office unit in the amount of $1,000 per month commencing on January 1, 2015 and ending on October 31, 2016.  The Company has renewed the sublease on October 2016 and it will expire on October 31, 2018, with the monthly payment of $1,000 per month.

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The Company also entered into a Master Service Agreement (MSA) with Autotelic Inc., whereas, Autotelic Inc. shall use its own personnel, third party contractors, furnishings, equipment and other assets to provide Services, including but not limited to chemistry, manufacturing and controls services, regulatory planning, submission, and meeting with regulatory agencies globally to obtain regulatory guidance, concurrence, and approval for clinical trial, regulatory approval path way and ultimately marketing approval, nonclinical services to support the design, execution and submission of nonclinical studies to support IND/NDA approval, human resources, accounting, forecasting and finance functions, corporate compliance functions, business commercialization services, IP services, and other services as Company may request.   During the period commencing January 1, 2015 (the “Effective Date”) and until the date that Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 (the “Equity Financing Date”), Company shall pay Autotelic Inc. the following compensation: cash in an amount equal to the Actual Labor Cost (paid on a monthly basis), plus warrants for  shares of the Company’s common stock with a strike price no less than the fair market value of the Company’s common stock at the time said warrants are issued.  The Company is not obliged to any minimum payments, nevertheless, the outstanding debts pursuant to the MSA is $334,391 as of June 30, 2016.

In addition, under our Product Development, License and Commercialization Agreement, we have agreed to pay Daewoong in the amount of $4,900,000 upon the completion of certain milestones. In addition, the Company will pay Daewoong $1,000,000 upon the Company achieving aggregate net sales of $20,000,000.

Income Taxes

As of June 30, 2016, we had net operating loss carry forwards for federal and state income tax purposes of $3,350,286, which will begin to expire in 2034 to 2035.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following are our executive officers and directors and their respective ages and positions as of June 30, 2016 :

Name	Position	Age	Term of Office	Approximate hours per week for part-time employees
Executive Officers:
Vuong Trieu, Ph.D.	President and Chief Regulatory Officer	54	Since December 2014	13.3
Pyng Soon, Esq., CPA	Chief Executive Officer, Chief Financial  Officer, Secretary	56	Since December 2014	13.3
Chulho Park, Ph.D.	Chief Business Officer	51	Since December 2014	13.3
Directors:
Vuong Trieu, Ph.D.	Director	54	Since December 2014	–
Significant Employees:
Osmond D’Cruz, PH.D	Sr. Director of Drug Safety	63	Since December 2014	20

During the past five years, none of the persons identified above has been involved in any bankruptcy or insolvency proceeding or convicted in a criminal proceeding, excluding traffic violations and other minor offenses.  There is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to his or her office or position

Executive Officers and Directors

Vuong Trieu, Ph.D. has been the President and sole director of Stocosil since its incorporation in December 2014.  Dr. Trieu has been involved in drug discovery and development for over 20 years and has directly supported seven drug candidates from preclinical to clinical to commercialization. From September 2013 to May 2014, he served as the Chief Scientific Officer of Sorrento Therapeutics, Inc. From May 2012 to August 2013, he served as Chief Executive Officer at IgDraSol Inc. From November 2002 to July 2011, he was Senior Director of Pharmacology/Biology at Abraxis Bioscience/Celgene, supporting the Abraxis pipeline and development of its commercial product, Abraxane®. Previously, Dr. Trieu held positions at Genetic Therapy/Sandoz, leading the adenoviral gene therapy program against atherosclerosis, Applied Molecular Evolution/Lily leading the expression, purification, and preclinical testing of mAb therapeutics, and Parker Hughes Center as director of Cardiovascular Biology program that evaluated a series of small molecules and biologics against preclinical models of atherosclerosis, dyslipidemia, stroke, ALS, and restenosis. Dr. Trieu has 34 peer-reviewed scientific articles and has 25 issued patents and 62 patent applications. Dr. Trieu obtained his doctorate in Microbiology/Molecular Biology from the University of Oklahoma in 1989 and he completed postdoctoral training at University of Chicago’s pediatric transplantation unit and Oklahoma Medical Research Foundation lipoprotein department.

Pyng Soon has been our Chief Executive Officer, Chief Financial Officer and Secretary since December 2014. From July 2009 to December 31, 2014, he was an in house general counsel of EFT Holdings, Inc., a public company traded in OTC BB. Mr. Soon has previously held positions with large public companies and accounting firms, including Yokohama Tire Corporation, KPMG, and Murchison and Cumming, LLP.

Chulho Park, Ph.D. has been our Chief Business Officer since our incorporation in December 2014.  Previously, he was President and Chief Executive Officer of MabPrex (Jan 2010 – Jan 2013), leading the pharmaceutical development of therapeutic drug candidates such as monoclonal antibodies.  Also, he was the President of Pharmaceutical Development at IgDraSol (Jan 2013 – Sep 2013) leading the CMC group and bringing manufacturing of drug products to FDA standards.  Dr. Park also has held positions at Applied Molecular Evolution (2001 – 2003), Eli Lilly (2003 – 2008) and aTyr Pharma (2008 – 2009) and has more than fifteen years of biologics R&D and leadership experience across diverse biotech and pharma settings. Dr. Park received his doctorate in Biochemistry from the Korea University and he completed postdoctoral training at Stanford University School of Medicine.

Osmond D’Cruz, Ph.D. has been our Senior Director of Drug Safety since December 2014. Dr. D'Cruz has over 15 years preclinical drug development experience in academic and biopharmaceutical settings.  Dr. D'Cruz has held positions at Abraxis BioScience (2007-2010), Celgene (2010-2011), Children's Hospital Los Angeles (2011-2013), Igdrasol/Sorrento Therapeutics (2014), and Paradigm Pharmaceuticals (2001-2007). He has over 120 peer-reviewed scientific publications, 95 scientific presentations in national and international meetings, 18 issued US patents and 13 peer-reviewed research grants from the NIH.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

We are a development stage company.  From December 11, 2014 [inception] through December 31, 2014, we did not pay any compensation to our director or any of our executive officers.

From January 1 through June 15, 2015, the officers and significant employee were compensated via MSA by Autotelic Inc.  Commencing June 16, 2015, based on their weekly working hours, the officers and significant employee have been compensated by the Company.  The annualized salaries indicated below are calculated based on each officer's working hours, 13.3 or 20 hours per week. The table below is for salaries for the year ended June, 30, 2016:

		Annual Salary
Vuong Trieu	President	$	56,667
Pyng Soon	CEO/CFO/Secretary	$	56,667
Chulho Park	CBO	$	56,667
Osmond D’Cruz	Director of Drug Safety	$	35,000

We currently do not have employment agreements for our executive officers; we intend to enter into such agreements by the fourth quarter of 2016. The Company provides a non-discriminate employee health benefit plans via Autotelic Inc., which includes health and dental insurance plans. Each of the officers/significant employee may join the plans at will, the participant is obliged to pay his/her benefit plan and there is no contribution by the Company.  The average cost of these plans is approximately $1,000 per month.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table presents certain information as of June 30, 2016 regarding the ownership by: (i) principal stockholders who beneficially own more than 10% of our common stock; (ii) each director and executive officer who beneficially owns more than 10% of our common stock; and (iii) our director and all of our executive officers as a group.

Unless otherwise noted, percentage ownership is based on 4,454,545 shares of our common stock outstanding as of June 30, 2016.

The address of each beneficial owner listed below is 17870 Castleton Street, Suite 250 City of Industry, California 91748.  Unless otherwise noted, the nature of beneficial ownership for each person is direct ownership.

Name	Amount and nature of beneficial ownership			Amount of beneficial ownership acquirable			Percent of class
Autotelic LLC		1,625,000			–			36.48	%
Autotelic Inc.		500,000			–	(2)		11.22	%
Vuong Trieu		2,829,545	(1)		–	(3)		63.52	%
Pyng Soon		500,000			–	(4)		11.22	%
Chulho Park		1,000,000			–			22.45	%
Director and Officers as a group		4,329,545			–	(5)		97.19	%

(1)  Includes 704,545 directly owned and 2,125,000 indirectly beneficially owned by Mr. Trieu.  Of the shares indirectly beneficially owned, 1,625,000 shares are directly owned by Autotelic LLC as reflected in the table and 500,000 shares are directly owned by Autotelic Inc. as reflected in the table.  Mr. Trieu is Chief Executive Officer of Autotelic Inc. and owns 64% of the common stock of Autotelic Inc. and 50% of Autotelic LLC.  As a result, Mr. Trieu may be deemed the beneficial owner of shares held by Autotelic LLC and Autotelic Inc.

(2)  As described in the Interest of Management and Others in Certain Transactions section below, Autotelic Inc. directly beneficially owns 283,421 shares issuable upon exercise of a warrant which is expected to become exercisable in connection with this offering.  Assuming the exercise of such warrant, then Autotelic Inc. will beneficially own 5.78% of our common stock if the minimum number of 166,667 shares are sold in this offering and 5.18% of our common stock if the maximum number of 733,340 shares are sold in this offering.

(3)  As described in footnote (1), Mr. Trieu may be deemed the beneficial owner of shares held by Autotelic Inc. and thus the indirect beneficial owner of the 283,421 shares issuable upon exercise of the warrant held by Autotelic Inc. described in footnote (2).  Assuming the exercise of such warrant, then Mr. Trieu will beneficially own 5.78 % of our common stock if the minimum number of 166,667 shares are sold in this offering and 5.18% of our common stock if the maximum number of 733,340 shares are sold in this offering.

(4)  Mr. Soon directly beneficially owns 70,000 shares issuable upon conversion of convertible note.  Assuming the conversion of all convertible notes, including Mr. Soon’s convertible note, expected to convert in connection with this offering, then Mr. Soon will beneficially own 1.49% of our common stock if the minimum number of 166,667 shares are sold in this offering and 1.33% of our common stock if the maximum number of 733,340 shares are sold in this offering.

(5)  Assuming the exercise of the warrant described in footnotes (2) and (3) and the convertible notes described in footnote (3), then our director and officers as a group will beneficially own 7.10% of our common stock if the minimum number of 166,667 shares are sold in this offering and 6.38% of our common stock if the maximum number of 733,340 shares are sold in this offering.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The following includes a summary of transactions or currently proposed transactions since our inception to which we were or will be a participant and the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets, and in which any director, nominee for election as director, executive officer, 10% beneficial owner, promoter (or immediate family member of the foregoing persons) of Stocosil had or will have a direct or indirect material interest.

Product Development, License and Commercialization Agreement

The rights to the drugs olmesartan medoxomil and rosuvastatin calcium have been granted to Stocosil, as the primary party, through a Product Development, License and Commercialization Agreement with Daewoong Pharmaceuticals Co., Ltd., and Autotelic, LLC and Inc., as the secondary parties, described in the Business section of this Offering Circular.  Under the terms of the agreement, we are obligated to make $4,900,000 as milestone payments to Daewoong.   Further, TDM devise for recalcitrant or resistant HTN is owned by Autotelic Inc. who will be responsible for its manufacturing/ sales & marketing.  Vuong Trieu, our President and director, is also a 64 % shareholder and chief executive officer of Autotelic Inc. and 50% member of Autotelic LLC. 

Master Service Agreement

We have entered into a Master Services Agreement ("MSA") on May 1, 2015, with a retroactive effective date to January 1, 2015, with Autotelic Inc. for the custom research and development and consulting in connection with obtaining FDA approval of the ST-101 drug for hypertension and dyslipidemia, ST-102 drug for recalcitrant hypertension, along with a proprietary monitoring and delivery device for which Autotelic Inc. owns the rights, and ST-103 drug/device combination for treatment of HeFH and HoFH.  We will pay Autotelic Inc. for the costs of personnel services, manpower, and equipment it provides to us with certain markup.   As of June 30, 2016 ,  we recorded $283,421 in expense for the value of the services under terms of the agreement. For details please see Management’s Discussion and Analysis of Financial Condition and Results of Operations Section: Commitments and Contingencies.

Pursuant to MSA, during the period commencing January 1, 2015 and until the date that Stocosil, Inc. has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000, Stocosil shall pay Autotelic Inc. the following compensation: cash in an amount equal to the Actual Labor Cost (paid on a monthly basis), plus warrants of  Stocosil's common stock with a strike price no less than the fair market value of the Stocosil’s common stock at the time said warrants were issued.

On June 18, 2015, the Company has issued 116,757 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00, which is no less than the fair market value of the Company’s common stock at the time said warrants are issued, as partial consideration for the personnel services provided from January 1 to May 31, 2015.

On August 31, 2015, the Company has issued 33,621 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from June 1, 2015 to June 30, 2015.  

On November 17, 2015, the Company has issued 69,559 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from July 1, 2015 to October 31, 2015. 

On January 29, 2016, the Company has issued 63,484 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from November 1, 2015 to December 31, 2015 .

Piggyback Registration Rights

If we propose to register any shares of our common stock under the Securities Act after this initial public offering, subject to certain exceptions, certain holders of our securities, including Autotelic Inc., will be entitled to notice of such registration and to include their shares of registrable securities in the registration. If such demand is made by the holders of registrable securities, we must use commercially reasonable efforts to include such holders’ shares in the registration. If our proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares. 

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Financings

In February 2015, we received aggregate gross proceeds of $1,003,400 from the issuance of 4,454,545 shares of common stock.  Each of executive officers, Messrs. Trieu, Soon, and Park, invested in the offerings and received the shares they currently own in Stocosil as listed in the Security Ownership of Management and Certain Security holders section above.  With the exception of 204,545 shares of common stock issued to Mr. Trieu, each of the remaining shares was issued at a price of $0.0008 per share for aggregate cash consideration of $3,400.  The remaining 204,545 shares of common stock subsequently issued to Mr. Trieu were issued at a price of $4.8889 per share for total proceeds of $1,000,000.

In February and December 2015, we issued convertible promissory notes with an aggregate principal balance of $716,000 and $750,000 respectively to multiple parties.  The notes issued in February 2015, we issued $42,000 aggregate principle amount of convertible notes to Pyng Soon with maturity date as of January 31, 2017. The convertible notes bear interest at 3% per annum.  Upon the completion of certain funding events, we have the right to convert the outstanding principal amount of these notes into shares of the Company’s common stock at $0.60 for the February convertible notes and $5.00 for the December convertible notes per share respectively.

In April 2016, we issued convertible promissory notes with an aggregate principal balance of $141,000 respectively to multiple parties.   As of June 30, 2016, $116,000 borrowings under these notes were received .  The convertible notes bear interest at 3% per annum.  Upon the completion of certain funding events, we have the right to convert the outstanding principal amount of these notes into shares of the Company’s common stock at $8.00 per share.

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SECURITIES BEING OFFERED

General

The following is a summary of the rights of our common stock and of certain provisions of our amended and restated certificate of incorporation and bylaws.  For more detailed information, please see the amended and restated certificate of incorporation and bylaws which are filed as 2.2s to the offering statement of which this Offering Circular is a part. 

Our authorized capital stock consists solely of 75,000,000 shares of common stock, with a par value of $0.0001 per share.

Upon the closing of this offering, we intend to convert our outstanding convertible notes into an aggregate of 1,360,958 shares of common stock.

Additionally, warrants to purchase an aggregate of 750,000 shares of common stock at an exercise price of $0.0008 per share will remain outstanding upon the closing of the offering as follows:

·  warrants to purchase 250,000 shares, one-third of which are exercisable on each of March 7, 2016, 2017, and 2018 and which expire on March 7, 2023, are held by Tae Hun Kim, a citizen of South Korea; and

·  warrants to purchase 500,000 shares, exercisable commencing upon the submission of ST-101 to the FDA and expiring five years thereafter, are held by Daewoong Pharmaceuticals Co., Ltd.

In April 2016, the Company issued a stock purchase warrant of 37,500 common shares to Hok Shing Tang for service consideration of $99,750, at an exercise price of $5 per share.  The Company had recognized a consultant fee of $49,875 for the year ended June 30, 2016.  The fair value of the warrants was recorded based on the fair value of the warrants as warrants are a more reliable measurement than service cost.

In June 2016, the Company entered into an agreement to issue 835 common stocks to Angel Marketing, LLC for service consideration of $12,500 per month for July 2016 to October 2016.  In August 2016, the Company had terminated the agreement.  As of October 2016, the Company had not issued any common stock to Angle Marketing.  The Company had accrued $25,000 of liabilities for July and August 2016.  The fair value of the service was recorded as the cost of the service is a more reliable measurement than the common stock value in accordance with ASC 505-50.

We further issued warrants to purchase 283,421 shares of our common stock to Autotelic Inc. as part of the MSA described in the Interest of Management and Others in Certain Transactions section, exercisable at a price of $5 per share.

Common Stock

If the minimum number of 166,667 shares of common stock is sold in this offering, based on (i) 4,454,545 shares of common stock outstanding as of December 31, 2015 and (ii) the conversion of convertible notes into 1.360,958 shares of common stock upon the closing of this offering, assuming proceeds of at least $2,500,005 in this offering there will be 5,982,170 shares of common stock outstanding upon the closing of this offering. 

If the maximum number of 733,340 shares of common stock is sold in this offering, based on (i) 4,454,545 shares of common stock outstanding as of December 31, 2015 and (ii) the conversion of convertible notes into 1,360,958 shares of common stock upon the closing of this offering, assuming proceeds of at least $11,000,100 in this offering; there will be 6,548,843 shares of common stock outstanding upon the closing of this offering. 

As of June 30, 2016, assuming the conversion of all convertible notes into common stock upon the closing of this offering, we had 45 record holders of common stock.

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As of June 30, 2016, there were 750,000 shares of common stock subject to outstanding warrants with an aggregate exercise price of $600, none of which are presently exercisable.

As of June 30, 2016, there were 37,500 shares of common stock subject to outstanding warrants with an aggregate exercise price of $187,500.

As of June 30, 2016, there were 283,421 shares of common stock subject to outstanding warrants with an aggregate exercise price of $1,417,105, none of which are presently exercisable.

As of June 30, 2016, no options to purchase shares of common stock were outstanding.

Voting

Holders of our common stock are entitled to one vote per share on all matters to be voted on by our stockholders.

Dividends

Holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities.

Rights and Preferences

Holders of common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock.

Fully Paid and Nonassessable

All of our outstanding shares of common stock are, and the shares of common stock to be issued pursuant to this offering, when paid for, will be fully paid and nonassessable.

Anti-Takeover Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Bylaws

Delaware Law

Certain provisions of Delaware law and our amended and restated certificate of incorporation and bylaws that will become effective upon the closing of this offering contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed in part to encourage anyone seeking to acquire control of us to negotiate with our board of directors. We believe that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could improve their terms.

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Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation to become effective in connection with this offering includes provisions that:

·  Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of this Corporation need not be by written ballot.

·  In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of this Corporation is expressly authorized to make, alter and repeal the by-laws of the Corporation, subject to the power of the stockholders of the corporation to alter or repeal any by-law whether adopted by them or otherwise.

·  No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.  This Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of this Corporation (and any other persons to which the DGCL permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, whether involving criminal, civil, administrative, investigative or any other matters.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

·  prior to the date of the transaction, our board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

·  upon the closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers, and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

·  at or subsequent to the date of the transaction, the business combination is approved by our board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in the payment of a premium over the market price for the shares of common stock held by our stockholders.

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Indemnification Agreements

We have entered into agreements to indemnify our director and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these indemnification agreements are necessary to attract and retain qualified persons to direct and manage our company. We also maintain directors' and officers' liability insurance.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is ____________________.  The transfer agent and registrar’s address is at _____________________________. The transfer agent’s telephone number is (XXX) ____________ .

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2016 and June 30, 2015	F-3
Statements of Operations for the year ended June 30, 2016
and for the period from inception (December 11, 2014) to June 30, 2015	F-4
Statement of Stockholder’s Deficit for the year ended June 30, 2016
and for the period from inception (December 11, 2014) to June 30, 2015	F-5
Statements of Cash Flows for the year ended June 30, 2016
and for the period from inception (December 11, 2014) to June 30, 2015	F-6
Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Stocosil Inc.

City of Industry, CA

We have audited the accompanying balance sheets of Stocosil, Inc. (the “Company”) as of June 30, 2016 and June 30, 2015 and the related statements of operations, shareholders’ deficit, and cash flows for the twelve months ended June 30, 2016 and for the period from inception (December 11, 2014) to June 30, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stocosil Inc. as of June 30, 2016 and 2015 and the related results of its operations and its cash flows for the twelve months ended June 30, 2016 and for the period from inception (December 11, 2014) to June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered a net loss from operations and was not able to generate cash from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malone-bailey.com

Houston, Texas

November 10, 2016

F-2

Stocosil Inc.

Balance Sheets

		June 30, 2016			June 30, 2015
Assets
Current Assets
Cash and cash equivalents	$	115,340		$	1,346,636
Other current assets		6,441			5,318
Total current assets		121,781			1,351,954
Investment		479			-
Total Assets	$	122,260		$	1,351,954
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	11,710		$	1,000
Accrued liabilities		357,486			79,244
Interests payables		42,129			8,194
Foreign tax payable		15,000			15,000
Accounts payable and accrual - related party		335,390			373,922
Total current liabilities		761,715			477,360
Noncurrent Liabilities
Convertible debt		1,540,000			674,000
Convertible debt - related party		42,000			42,000
Deferred revenue		75,000			75,000
Total noncurrent liabilities		1,657,000			791,000
Total Liabilities		2,418,715			1,268,360
Stockholders' Equity
Common stock, $0.0001 par value; 75,000,000 shares authorized; 4,454,545 shares issued and outstanding at June 30, 2016 and June 30, 2015		445			445
Additional paid-in-capital		1,352,039			1,004,958
Accumulated deficit		(3,648,939	)		(921,809	)
Total stockholders' equity		(2,296,455	)		83,594
Total Liabilities and Stockholders' Equity	$	122,260		$	1,351,954

The accompanying notes are an integral part of these financial statements.

F-3

Stocosil Inc.

Statements of Operations

	For the Year Ended June 30, 2016			For the Period from Inception (December 11, 2014) to June 30, 2015
Operating Expenses:
General and administrative	$	2,695,241		$	915,482
Total operating expenses		2,695,241			915,482
Operating Loss		(2,695,241	)		(915,482	)
Other Expense
Interest expense, net		(31,889	)		(5,527	)
Loss Before Income Taxes		(2,727,130	)		(921,009	)
Provision For Income Taxes		-			800
Net Loss	$	(2,727,130	)	$	(921,809	)
Net loss per share – basic and diluted	$	(0.61	)	$	(0.21	)
Weighted average shares outstanding – basic and diluted		4,454,545			4,376,575

The accompanying notes are an integral part of these financial statements.

F-4

Stocosil Inc.

Statements of Stockholders' Deficit

	Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 11, 2014 (date of inception)		-	$	-	$	-	$	-		$	-
Net loss		-		-		-		(921,809	)		(921,809	)
Issuance of founders' common stock		4,250,000		425		2,975		-			3,400
Issuance of common stock for cash		204,545		20		999,980		-			1,000,000
Issuance of warrants for cash		-		-		600		-			600
Warrants expenses		-		-		1,403		-			1,403
Balance at June 30, 2015		4,454,545	$	445	$	1,004,958	$	(921,809	)	$	83,594
Net loss		-		-		-		(2,727,130	)		(2,727,130	)
Issuance of warrants for service				-		49,875		-			49,875
Warrants expenses		-		-		297,206		-			297,206
Balance at June 30, 2016		4,454,545	$	445	$	1,352,039	$	(3,648,939	)	$	(2,296,455	)

The accompanying notes are an integral part of these financial statements.

F-5

Stocosil Inc.

Statements of Cash Flows

	For the  Year Ended June 30, 2016			For the Period from Inception (December 11, 2014) to June 30, 2015
Cash Flows From Operating Activities:
Net loss	$	(2,727,130	)	$	(921,809	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Shares issued for services		49,875			-
Warrants expenses		297,206			1,403
Changes in operating asset and liabilities:
Other current assets		(1,124	)		(4,918	)
Accounts payable		10,710			1,000
Accrued liabilities		278,243			79,244
Interests payable		33,935			8,194
Foreign tax payable		-			15,000
Accounts payable and accrual - related party		(38,532	)		373,922
Deferred revenue		-			75,000
Net cash used in operating activities		(2,096,817	)		(372,964	)
Cash Flows From Financing Activities:
Proceeds from convertible debt		866,000			674,000
Proceeds from convertible debt - related party		-			42,000
Proceeds from sales of stock and warrants		-			1,003,600
Net cash provided by financing activities		866,000			1,719,600
Cash Flows From Investing Activities:
Purchases of investment		(479	)		-
Net cash used in financing activities		(479	)		-
Net (decrease)/increase in cash and cash equivalents:		(1,231,296	)		1,346,636
Cash and cash equivalents, beginning of period		1,346,636			-
Cash and cash equivalents, end of period	$	115,340		$	1,346,636
Supplemental disclosure information:
Income taxes paid	$	-		$	800

The accompanying notes are an integral part of these financial statements.

F-6

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

1.           ORGANIZATION AND BUSINESS OPERATIONS

Stocosil Inc. (the “Company”) is a biotechnology company that focuses on marketing a fixed dose combination drug treating hypertension and hyperlipidemia in the United States, Canada, Japan, Taiwan, Australia and South America. The Company is also working on combining the drug (the “Product”) with a therapeutic drug monitoring technology from Autotelic Inc., an affiliated company, to develop a drug/device combination (the “Optional Product”) that will treat resistant hypertension.

The Company was incorporated on December 11, 2014, and is based in City of Industry, California.  The Company has elected its fiscal year end on June 30.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United State of America (“GAAP”). The summary of significant accounting policies presented in Note 2 is designed to assist in understanding the Company’s financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation.

Going Concern and Plan of Operations

In February and December 2015, the Company raised capital from its founders, and other individuals through a private placement under Regulation 506.  Capital was raised capital through the issuance of restricted shares in the amount of $1,003,400 as well as through private debentures in the amount of $1,466,000.  In April 2016, the Company raised in a private debentures in the amount of $116,000.  Management is actively seeking additional funding that will allow the Company to maintain operations for the next twelve months.

If the Company pursues additional clinical trials other than those planned for current product candidates, or if the Company adds additional product candidates prior to the end of 2016, the Company will need to raise additional capital. Also, to fund future operations to the point where the Company is able to generate positive cash flow from the sales or out-licensing of drug candidates, the Company will need to raise additional capital. The amount and timing of future funding requirements will depend on many factors, including the timing and results of development efforts, the potential expansion of current development programs, potential new development programs and related general and administrative support, as well as the overall condition of capital markets including capital markets for development-stage biopharmaceutical companies. Management anticipates that the Company will seek to fund operations through public and private equity and debt financings or other sources, such as potential collaboration agreements. The Company cannot assure that anticipated additional financing will be available on favorable terms, or at all. Although the Company was successful in obtaining financing through equity securities offerings in February 2015, December 2015, and June 2016, there can beno assurance that the Company will be able to do so in the future.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company and would raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-7

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from such estimates under different assumptions or circumstances.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalent as of June 30, 2016 and June 30, 2015.

Embedded Conversion Feature

The Company has issued convertible instruments which contain embedded conversion features. The Company evaluates the embedded conversion feature within its convertible debt instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards (“ASC”) 815-15, Embedded Derivatives, and ASC 815-40, Contracts in Entity’s Own Equity, to determine if the conversion feature meets the definition of a liability and therefore need to bifurcate the conversion feature and account for it as a separate derivative liability.

If the embedded conversion feature does not meet the definition of a liability, the Company evaluates the conversion feature under ASC 815-40 for a beneficial conversion feature at inception.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation- Stock Compensation. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.

Recent Accounting Pronouncements

There are no new accounting pronouncements issued or effective that had, or are expected to have, a material impact of the Company’s financial statements.

3.   AGREEMENTS

Product Development, Licensing and Commercialization Agreement

In February 2015, the Company entered into a Product Development, License and Commercialization Agreement (the “Agreement”) with Daewoong Pharmaceuticals Co. Ltd. (“Daewoong”), a company incorporated under the laws of the Republic of Korea.  This Agreement shall remain in full force for a period of ten years from the first date of commercial sale of the Optional Product in any country. Thereafter, it will be automatically renewed on an annual basis unless either party gives a termination notice at least six months in advance of the renewal date of the Agreement.

In accordance with the Agreement, the Company is required to remit Daewoong payments in the amount of $4,900,000 upon the completion of certain milestones. In addition, the Company will pay Daewoong $1,000,000 upon the Company achieving aggregate net sales of $20,000,000.

F-8

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

3.   AGREEMENTS (Continued)

Master Service Agreement

The company entered into a Master Services Agreement with a related party, Autotelic Inc. effective January 1, 2015.  This agreement states that Autotelic Inc. will provide business functions and services to the company and allows Autotelic Inc. to charge the company for these expenses paid on its behalf.

The agreement includes personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the company.

During the period commencing January 1, 2015 (the “Effective Date”) and ending on the date that Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 (the “Equity Financing Date”), Company shall pay Autotelic the following compensation: cash in an amount equal to the Actual Labor Cost (paid on a monthly basis), plus 100% markup of the actual labor cost by warrants for  shares of the Company’s common stock with a strike price equal to the fair market value of the Company’s common stock at the time said warrants are issued. The Company shall also pay Autotelic for the Services provided by third party contractors plus 20% mark up.

After the Equity Financing Date, the Company shall pay Autotelic a cash amount equal to the Actual Labor Cost plus 100% mark up of providing the Services and 20% mark up of providing the Services by third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, CMO, FDA regulatory process, CRO and CMC.

On June 18, 2015, the Company has issued 116,757 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00, which is no less than the fair market value of the Company’s common stock at the time said warrants are issued, as partial consideration for the personnel services provided from January 1 to May 31, 2015. See Note 7.

On August 31, 2015, the Company has issued 33,621 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from June 1, 2015 to June 30, 2015.  See Note 7.

On November 17, 2015, the Company has issued 69,559 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from July 1, 2015 to October 31, 2015.  See Note 7.

On January 29, 2016, the Company has issued 63,484 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5.00 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from November 1, 2015 to December 31, 2015.  See Note 7.

In addition, the Company incurred in the total amount of $1,595,062 and $722,747 (including $5,901 of prepaid insurance)  for the actual service performed pursuant to the MSA for the year ended June 30, 2016 and the period from inceptions (December 11, 2014) to June 30, 2015, respectively. The total amount of service expense were $786,980 and $293,135 for the year ended June 30, 2016 and the period from December 11, 2014 to June 30, 2015, among which $585,827 and $118,040 were expenses that had 20% markup, and the markup was $117,165 and $23,608 for the respective period.

F-9

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

3.   AGREEMENTS (Continued)

Sublease Agreement

The Company entered into a Sublease Agreement with a related party, Autotelic Inc. effective January 1, 2015 to pay $1,000 per month for approximately 400 square footage rent in the City of Industry. The term is 22 months ending October 31, 2016 which includes all utilities.  On October 31, 2016, the Company has executed the sublease agreement with Autotelic Inc. for additional twenty four (24) months from November 1, 2016 to October 31, 2018 with monthly payment in the amount of one thousand dollars ($1,000), payable on the first day of each month

Rent expenses for the year end June 30, 2016 and the period (December 11, 2014) to June 30, 2015 were $12,000 and $6,000.

The following is a schedule by year of future minimum lease payments required under the operating lease agreement:

Years ending June 30	Future minimum lease payments
2017	$	12,000
2018		12,000
2019		4,000
Total	$	28,000

4. RELATED PARTY TRANSACTIONS

ASC 850, Related Party Disclosures, requires that financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. A related party transaction includes a party or entity who can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Autotelic Inc. and Autotelic LLC, owns Stocosil Inc. 11.22 % and 36.48% respectively, are related parties of the Company because management of Autotelic Inc. and Autotelic LLC have significant influence on the management and operating policies of the Company.  Dr. Vuong Trieu, individually owns 63.97% of Autotelic Inc. 15.82% of Stocosil Inc. and 50% of Autotelic LLC, is considered to be a related party, that directly own and indirectly through one or more intermediaries, that control or are under common control with the reporting entity.  

F-10

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

4.  RELATED PARTY TRANSACTIONS (CONTINUED)

For the year ended June 30, 2016 and the period from inception (December 11, 2014) to June 30, 2015, Autotelic Inc. paid operating expenses on behalf of the company. Costs were as follows:

	For the Year Ended June 30, 2016		For the Period from Inception (December 11, 2014) to June 30, 2015
Personnel costs	$	678,916	$	400,004
Rent		12,000		6,000
Service expenses		904,146		310,842
Insurance expenses		-		5,901
Total	$	1,595,062	$	722,747

The total accounts payable and accrued liabilities owed to Autotelic as of June 30, 2016 and 2015 was $335,067 and $373,456. The remaining $323 and $466 included in the accounts payable and accrued liabilities balance as of June 30, 2016 and 2015 is payable due to Pyng Soon, the Company CEO and CFO.

For the warrants issued for 100% markup of the personnel cost, please refer to Note 3 Master Service Agreement.

The Company had issued convertible promissory notes in February 2015, $42,000 of which was to Pyng Soon.  The convertible bear interest at 3% per annum and mature on January 31, 2017.  Upon the completion of certain funding events, the Company has the right to convert the outstanding principal amount of this notes into shares of the Company’s common stock at $0.60 per share.

5. DEFERRED INCOME

In June 2016 and 2015 the Company had received an initial milestone payment of $75,000 from a pharmaceutical company for licensing rights of the Company's product after FDA approval. When FDA approval is given, this revenue will be recognized through the term of the license.

6. LONG TERM DEBT

Convertible Notes Payable

In February 2015 the Company issued convertible promissory notes with an aggregated principal balance of $716,000 to multiple parties. Borrowings under each of these convertible notes bear interest rate at 3% per annum and mature on January 31, 2017. Upon the completion of certain funding events, the Company has the right to convert the outstanding principal amount of these notes into shares of the Company’s common stock at $0.60 per share.

In December 2015, the Company issued convertible promissory notes with total principal amount of $750,000 to multiple parties. Borrowing under each of these convertible notes bear interest rate at 3% per annum and mature on January 31, 2017. Upon the completion of certain funding events, the Company has the right to convert the outstanding principal amount of these notes into shares of the Company’s common stock at $5 per share.

In April 2016, the Company issued convertible promissory note with an aggregate principal balance of $141,000 to multiple parties.  Borrowings under this convertible note bear interest at 3% per annum and mature on April 1, 2018.  Upon the completion of certain funding events, the Company has the right to convert the outstanding principal amount of this note into shares of the Company’s common stock at $8.00 per share. As of June 30, 2016, $116,000 borrowings under these notes were received.  Subsequent to June 30, 2016, the Company received the remaining $25,000 of the convertible promissory note.

The Company analyzed the conversion option of the instruments for derivative accounting consideration under ASC 815-15 and noted none.

The Company also evaluated the instruments for consideration of any beneficial conversion features under ASC 815-40. The Company determined the beneficial conversion feature to be $0.

F-11

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

7.  EQUITY

Common Stock

The company has filed the Amended Certificate of Incorporation, in June 2015, to the Delaware Secretary of State, increasing its authorized capital common stock from 10,000,000 shares to 75,000,000 shares.

In February 2015, 4,250,000 restricted shares of common stock were issued to the Company’s founders at $0.0008 per share, for total cash consideration of $3,400. The proceeds from the issuance of the restricted stock were received in February 2015.

In February 2015, the Company entered into a stock purchase agreement and issued 204,545 shares of common stock to one of its founders, a majority stockholder, in a private placement transaction, at $4.8889 per share for total proceeds of $1,000,000.

As a result of these issuances, the Company has 4,545,545 shares issued and outstanding as of June 30, 2016 and 2015, respectively.

Warrants

In February 2015, the Company issued a stock purchase warrant for 500,000 common shares to Daewoong Pharmaceutical Co., Ltd, a South Korea-based bioengineering company for cash consideration of $400, which was not received yet as of December 31, 2015, at an exercise price of $0.0008 per share. These shares shall be exercisable in whole or in part, during the term commencing from the submission of a New Drug Application, and will expire five years thereafter.

In March 2015, the Company issued a stock purchase warrant of 250,000 common shares to Kim Hun Tai, a Korean citizen, for cash consideration of $200, at an exercise price of $0.0008 per share. One third of these shares shall be exercisable on each anniversary date commencing March 7, 2015 for a three year period and the warrant will expire March 7, 2023.

In April 2016, the Company issued a stock purchase warrant of 37,500 common shares to Hok Shing Tang for service consideration of $99,750, at an exercise price of $5 per share.  The Company had recognized a consultant fee of $49,875 for the year ended June 30, 2016 in accordance with ASC 505-50, Equity – Based Payments to Non-Employees.  The fair value of the warrants was recorded based on the fair value of the warrants as warrants are a more reliable measurement than service cost.

On June 18, 2015, the Company has issued 116,757 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from January 1, 2015 to May 31, 2015.

On August 31, 2015, the Company has issued 33,621 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from June 1, 2015 to June 30, 2015.  

On November 17, 2015, the Company has issued 69,559 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from July 1, 2015 to September 30, 2015.  

On January 29, 2016, the Company has issued 63,484 warrants to Autotelic Inc. for shares of the Company’s common stock with a strike price at $5 which equals to the fair market value of the Company’s common stock at the time said warrants are issued, representing the 100% markup of the personnel services from October 1, 2015 to December 31, 2015.

Due to the relationship the Company has with Autotelic Inc. as described in Note 4, the Company treated the employees shared with Autotelic Inc. to be the equivalents as the Company’s own employees. Accordingly, the stock-based compensation for the personnel services are treated as stock-based compensation for employee services under ASC 718.

Using Black-Scholes to value these 283,421 warrants by a third party specialist, the Company amortized $ $297,206 and $1,403 in warrant expense for the year ended June 30, 2016 and for the period from inception (December 11, 2014) to June 30, 2015 based on a 2-year vesting period, defined below, of the fair value of these warrants of $753,900.  This is based on the expectation that the Company will be able to get $10 million through an equity offering within 2 years of the issue date, which pursuant to the warrant agreement is the vesting period for the warrants. When the Company obtained an equity offering of $10 million, the Company will recognize the remaining unamortized expenses of $455,291 on the day the equity offering reached $10 million.  Equity offering fall below $10 million, then the Company expects to have amortize warrant expense of $371,451 and $83,840 for June 30, 2017 and 2018.     The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part any time after the Company has completed an equity offering of either common or preferred stock in which gross proceeds is no less than $10 million and thereafter within 5 years after the exercise period. The main assumptions used in the Black-Scholes model include: dividend yield of 0%, average volatility of 75%, average risk free rate of 1.27%, and an expected term of 3.5 years.

F-12

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

8.    COMMITMENTS AND CONTINGENCIES

Litigation

Because of the nature of the Company’s activities, the Company is subject to claims and/or threatened legal actions, which arise out of the normal course of business. Management is currently not aware of any pending lawsuits.

9.    INCOME TAXES

As of June 30, 2016 and 2015, the Company accounts for income taxes using the asset and liability method. 

Income tax expenses by jurisdiction consist of the following:

	For the Year ended June 30, 2015		For the Period from Inception (December 11, 2014) to June 30, 2015
Current
U.S. federal	$	-	$	-
U.S. state and local		-		800
Total current income tax expense	$	-	$	800

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740, Accounting for Income Taxes, to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

The components of the provision for income taxes consisted of the following:

	June 30, 2016			June 30, 2015
Current	$	-		$	800
Deferred taxes		(1,507,629	)		(322,126	)
Income tax provision		(1,507,629	)		(321,326	)
Valuation allowance		1,507,629			322,126
Total provision for income taxes	$	-		$	800

F-13

STOCOSIL INC.

NOTES TO FINANCIAL STATEMENTS

9.    INCOME TAXES (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  The Company’s total deferred tax liabilities at June 30, 2016 and 2015 were $0, respectively. The Company’s deferred tax assets consist of the tax effect of net operating loss (“NOL”) for U.S. Federal and state, which is estimated to be $3,350,286 and $920,361 at June 30, 2016 and  2015, respectively, and expiring in 2034 to  2035, respectively. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

The Company’s major tax jurisdictions are the United States and California. The Company is not currently under examination by any taxing authority nor has it been notified of an impending examination.

As of June 30, 2016, management believes the Company had no uncertain tax positions and no interest and penalties related to any uncertain tax positions.

10. SUBSEQUENT EVENTS

In June 2016, the Company entered into an agreement to issue 835 common stocks to Angel Marketing, LLC for service consideration of $12,500 per month for July 2016 to October 2016.  In August 2016, the Company had terminated the agreement.  As of October 2016, the Company had not issued any common stock to Angle Marketing.  The Company had accrued $25,000 of liabilities for July and August 2016.  The fair value of the service was recorded as the cost of the service is a more reliable measurement than the common stock value in accordance with ASC 505-50.

F-14

Part III – EXHIBITS

Exhibit No.	Description
1.1	Placement Agent Agreement with Boustead Securities, LLC.
2.1	Amended and Restated Certificate of Incorporation of Stocosil Inc.
2.2	Bylaws of the Registrant
3.1	Specimen common stock certificate of Stocosil Inc.
4.1	Consulting Agreement with ASMX Capital
6.1	Product Development, License and Commercialization Agreement
6.2	Master Services Agreement
6.3	Form of Convertible Note February 2015
6.4	Form of Convertible Note December 2015
6.5	Form of Convertible Note April 2016
6.6	Warrant for 250,000 Common Shares
6.7	Warrant for 500,000 Common Shares
6.8	Warrant for 116,757 Common Shares
6.9	Warrant for 33,621 Common Shares
6.10	Warrant for 69,559 Common Shares
6.11	Warrant for 63,484 Common Shares
9.1	Indemnification Agreement: Vuong Trieu
9.2	Indemnification Agreement: Pyng Soon
9.3	Indemnification Agreement: Chulho Park
9.4	Indemnification Agreement: Osmond D'Cruz
11.1	Consent of Malone Bailey, LLP
11.2	Consent of Pyng Soon (contained in Exhibit 12.1 below)
12.1	Opinion of Pyng Soon
15.1	Escrow Services and Custody Agreement

III-1

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A (Amended a) and has duly caused this offering statement to be signed on behalf by the undersigned, thereunto duly authorized, in the City of Industry, State of California, on         , 2016.

STOCOSIL INC.

By:   

         Name: Pyng Soon, Esq., CPA

         Title:  Chief Executive Officer, Chief Financial  Officer, Secretary

This offering statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
	President and Chief Regulatory Officer	, 2016
Vuong Trieu
	Chief Executive Officer, Chief Financial Officer, Secretary	, 2016
Pyng Soon
	Chief Business Officer	, 2016
Chulho Park

III-2

EX1A-1 UNDR AGMT

Exhibit 1.1

SECOND AMENDED AND RESTATED ENGAGEMENT LETTER

Date: November 8, 2016 (Effective Date)

Company:     Stocosil Inc.

                       17870 Castleton St, Suite 250

                       City of Industry, CA 91748

                       Telephone: 626-215-8215

Attention: Mr. Pyng Soon

Dear Mr. Soon:

This second amended and restated engagement letter (the “Agreement”) confirms the terms upon which Stocosil Inc. (the “Client”) engages Boustead Securities, LLC (f/k/a Monarch Bay Securities, LLC) (“Boustead” or the “Placement Agent”).  The Placement Agent is engaged to act as the exclusive placement agent to the Client in connection with a Financing (as defined below) of securities on behalf of the Client.  The Placement Agent is also the “Financial Adviser,” which the Client hereby engages upon signing this Agreement.  This Agreement amends, restates and supersedes in its entirety that certain Amended and Restated Engagement Letter dated September 19, 2016 between the Client and the Placement Agent (the “Original Letter”).

Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

(1) Scope of Engagement.

The Client hereby engages Financial Adviser during the Term (as defined below) as its exclusive agent in a placement of securities in one or more related transactions to purchasers pursuant to a Tier 2 offering of Regulation A, as amended (“Regulation A+”) securities (the “Securities”) under Title IV of the Jumpstart Our Business Startups (JOBS) Act (the “Financing”).

Sales of Regulation A+ securities are executed on a “Best Efforts” basis. Therefore, the Client understands that Financial Adviser cannot and does not guarantee that it will be able to successfully complete the Financing for the Client.

(2) Offering Process.

In connection with the Financing, Financial Adviser will:

(a) familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry;

(b) review to its satisfaction the offering documents (the “Offering Materials”) in connection with the offering of the Securities;

If Financial Adviser is satisfied with the results of its due diligence of the Client, Financial Adviser will then:

(a) identify possible investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Financing;

(b) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Offering Materials to those requesting receipt of the same;

(c) attend meetings with the Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and

(d) assist the Client in closing on the sale of Securities to those Potential Investors accepted by the Client in the Financing.

(3) Compensation.

For the services rendered and to be rendered hereunder by Financial Adviser, the Client agrees to compensate Financial Adviser as follows (the “Compensation”):

(a) Placement Fee; Folio Reimbursement. The “Placement Fee” shall be equal to 9% of the total dollar amount of equity capital raised pursuant to the Financing during the Term. The Placement Fee shall be paid to Financial Adviser contemporaneously with the closing of the Financing directly from the escrow established for such Financing.  Financial Adviser hereby agrees to pay or reimburse, solely out of its Placement Fee, an amount equal to up to 0.05% of the equity capital raised pursuant to the Financing during the Term to Folio Investments, Inc. (“Folio”) to cover up to such amount of “Private Placement Platform Fees” as defined in that certain Escrow Services and Custody Agreement between the Client and Folio.  Any amounts payable to Folio shall be paid solely out of the Placement Fee, and Financial Adviser shall have no obligation to pay Folio or reimburse the Client for any fees paid to Folio until its receipt of applicable Placement Fees.

(b) The Client shall deliver a warrant to the Placement Agent to purchase shares of the Client’s common stock equal to 3% of the number of shares of Common Stock underlying the Securities issued in the Offering, excluding any warrants issued to investors in the Offering. Such warrants will be issued at each closing, and shall provide, among other things, that the warrants shall, (i) be exercisable at an exercise price equal to 115% of the price of the Securities (or the exercise price of the Securities ) issued to the investors in the Offering, (ii) expire on the earlier to occur of five (5) years from the date of qualification of the Client’s Offering Statement on Form 1-A filed on September 14, 2016, File No. 024-10610, or a change of control, (iii) contain such anti-dilution protection, if any, as provided to the investors, (iv) contain provisions for cashless exercise and (vi) include other terms as are normal and customary for warrants of this type.  The sample form of the warrant is attached.

(4) Expenses

(a)      Expenses. Following commencement of the public sale of the securities, the Client will reimburse the Placement Agent in a timely manner for all direct out-of-pocket third party expenses relating to the Offering approved in advance in writing by the Client. Such reimbursements shall be made promptly (but in no event more than thirty (30) days after the submission of those expenses to the Client) upon submission by the Placement Agent.  On or prior to the date of this Agreement, the Client has delivered a retainer of $5,000 (the “Retainer Amount”) to the Placement Agent to be used for the payment of actual, accountable and reasonable out-of-pocket expenses incurred hereunder, which Retainer Amount shall be returned to the Client if expenses of at least the Retainer Amount are not actually incurred.

(5) Certain Covenants, Representations and Warranties of Client.

(a) In connection with Financial Adviser's activities hereunder, the Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and advisers of the Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of the Client that Financial Adviser deems appropriate for purposes of the Financing (the “Information”).

(b) The Client represents and warrants that:

(i) as of each date of offer of the Securities and each date of closing of the Financing, the Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

(ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by the Client in good faith, based on management's best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections.

(c) The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder:

i. will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets;

ii. is authorized to transmit to any Potential Investor the Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Offering; and

iii. does not and will not assume responsibility for the accuracy or completeness of the Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims.

The Client will be solely responsible for the contents of the Private Placement Materials (as amended and supplemented and including any information incorporated therein by reference).

(d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as the Client shall prepare (and the Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after the Client has accepted orders from Potential Investors, it will promptly prepare) a supplement or amendment to the Offering Materials which corrects such statement(s) or omission(s).

(e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the Term or during the Financing process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser's prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist the Client in its efforts to effect the Financing; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and the Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Financing.

(f) The Client represents and warrants to Financial Adviser that there are no brokers, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein.

(g) The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Financing to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Financing, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto.

(h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that the Financing does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the Securities and Exchange Commission (the “SEC”), the Internal Revenue Service (the “IRS”), Financial Industry Regulatory Authority, Inc. (“FINRA”) and any other self-regulatory organization or domestic or foreign governmental agency or entity.

(i) The Client will not at any time during the Term, or for a period of six months following completion of the placement of the Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser.

(j) The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this Agreement.

(k) The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including, but not limited to, Federal) and foreign jurisdictions as may be legally required. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Financing shall be deemed also to be made to Financial Adviser for its benefit.

(6) Indemnification of Financial Adviser.

(a) In the event that Financial Adviser becomes involved in any capacity in any action, proceeding investigation or inquiry in connection with any matter referred to in this Agreement or arising out of the matters contemplated by this Agreement (including, but not limited to, the Information and the Client’s failure to comply with, violation of, or alleged violation of the U.S. Securities laws and the rules promulgated thereunder and the securities laws and regulations of any state or other jurisdiction applicable to their conduct), other than any matter relating to any tax payments payable by Financial Adviser as a result of Financial Adviser’s activities under or in connection with this Agreement, and other than any matter arising as a result of a breach by Financial Adviser of its representations and warranties set forth in this Agreement (regarding compliance with securities laws), the Client agrees to promptly reimburse Financial Adviser for its legal and other expenses (including, but not limited to, the cost of any investigation and preparation as they are incurred by Financial Adviser in connection therewith), unless and to the extent that it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement.

(b) The Client also agrees to indemnify Financial Adviser and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, reasonable counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Financial Adviser may be involved in any capacity) incurred by Financial Adviser in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement (including, but not limited to, the Information and the Client’s failure to comply with violation of or alleged violation of the U.S. securities laws and the rules promulgated there under and securities laws and regulations of any state or other jurisdiction applicable to their conduct), other than any matter relating to any tax payments payable by Financial Adviser as a result of Financial Adviser’s activities under or in connection with this Agreement and other than any matter arising as a result of a breach by Financial Adviser of its representations and warranties set forth herein (regarding compliance with securities laws), unless and to the extent that it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services which are the subject of this Agreement. For purpose of this paragraph, Financial Adviser shall include the officers, directors, employees, agents and controlling persons of the Placement Agent. The foregoing indemnification shall be in addition to any rights that any indemnified party may have at common law or otherwise.

(7) Indemnification of Client.

(a) In the event that the Client becomes involved in any capacity in any action, proceeding, investigation or inquiry in connection with any matter referred to in this Agreement, Financial Adviser agrees to reimburse the Client for its legal and other expenses (including, but not limited to, the cost of any investigation and preparation as they are incurred by the Client in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services which are the subject of this Agreement; or (ii) such action, proceeding, investigation or inquiry arose out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.

(b) Financial Adviser also agrees to indemnify the Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, reasonable counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by the Client in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser or (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.

(8) Covenants, Representations and Warranties of Financial Adviser. Financial Adviser represents, warrants and covenants to the Client that:

(a) it has and will maintain all registrations and memberships required to perform its obligations and services hereunder in accordance with applicable law;

(b) it is in compliance and will comply with all applicable laws, rules and regulations regarding its provision of services hereunder;

(c) it has not and will not knowingly take any action, directly or indirectly that would cause the Financing to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), Title IV of the JOBS Act, the respective rules and regulations promulgated thereunder (the “Rules and Regulations”) or applicable “blue sky” laws of any state or jurisdiction; and it will, insofar as is under its control, conduct the Financing in a manner prescribed by Title IV of the JOBS Act and Regulation A+.

(d) The Placement Agent is a member in good standing of FINRA and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by it unless an exemption for such state registration is available; and

(e) it has not taken and will not knowingly take any action, directly or indirectly, that may cause the Financing to fail to be entitled to exemption from registration under United States federal securities laws, or applicable state securities or “blue sky” laws, or the applicable laws of the foreign countries in which the securities may be offered or sold by it.

(9) Term; Termination; Survival of Provisions.

The term of this Agreement, shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section (9), for twelve (12) months (the “Term”). This Agreement may also be terminated prior to the end of the current term, by mutual written consent of the parties hereto:

(a) by either party, upon thirty (30) days’ prior written notice, if a closing with respect to investment commitments, $11 million in aggregate, does not occur within six (6) months of the date hereof; and

(b) by Financial Adviser in the event that the Client fails to pay any amount due hereunder within thirty (30) days of that due date.

Termination of this Agreement will not affect Financial Adviser’s right to receive unpaid compensation accrued with respect to investments covered by this Agreement that are made  prior to such termination. It is understood and agreed that the provisions of this Agreement relating to the payment of accrued but unpaid fees and expenses, confidentiality and indemnification shall survive any termination of this Agreement.

(10)                 Confidential Information.

Each party hereto understands that the other party has disclosed or may disclose confidential and proprietary information relating to its own business, including, without limitation, names and expertise of employees and consultants, names of contacts and investors, and business, financial, customer and product development plans (“Confidential Information”). Each party agrees not to divulge any such Confidential Information of the other party to any third party, except to its affiliates and its and their respective authorized representatives, agents, independent contractors, consultants, attorneys, accountants and financial Advisers, or as may be necessary or appropriate to carry out the terms of this Agreement (including, without limitation, disclosing Confidential Information to prospective purchasers or investors and their respective attorneys and Advisers), or as may be required or requested to be disclosed by order of a court, administrative agency or governmental body or self-regulatory organization, or by any rule, law or regulation, or by subpoena or any other legal or administrative process, or as requested by any regulator or self-regulatory organization, or to enforce this Agreement, or to prosecute or defend any actual or threatened claim, suit, action or proceeding. Notwithstanding the foregoing, the parties agree that Confidential Information shall not include information which (a) is known by the non-disclosing party prior to its disclosure by the disclosing party and is not subject to other confidentiality obligation, (b) is or becomes publicly known through no breach of this Agreement, (c) is received from a third party without a breach of any confidentiality obligation known to the non-disclosing party, (d) is independently developed by the non-disclosing party or (e) is disclosed with the disclosing party’s prior written consent. Notwithstanding anything to the contrary set forth in this Agreement, (A) this Agreement may be disclosed to any person or entity and (B) either party may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Financing and all materials of any kind (including opinions or other tax analyses) that are provided to either party relating to such U.S. tax treatment and U.S. tax structure.

(11)                 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns. Notwithstanding anything contained herein to the contrary, a party may not assign this Agreement without the prior written consent of the other party.

(12)                 Interpretation and Enforcement; Governing Law.

(a) This Agreement and its interpretation and enforcement shall be governed by the laws of the State of Delaware applicable to contracts to be performed entirely within this state and without regard to its principles of conflicts of law.

(b) If any provision of this Agreement is deemed by an authority of competent jurisdiction to be unenforceable or contrary to applicable law, such provision shall be enforced to the maximum extent permitted by law to affect our intentions hereunder, and the remainder of this Agreement shall continue in full force and effect.

(c) Neither the failure to insist upon strict compliance with this Agreement nor any course of conduct, including, without limitation, failure on any party’s part to exercise or delay in exercising any rights, shall constitute a waiver by such party of any of its rights hereunder. No single or partial exercise by any party of any right shall preclude any other or future exercise by any party of any such right or the exercises by such party of any other single or partial right. Any waiver by any party must be in writing and signed by such party and shall be effective only for the purpose and in the specific instance for which it is given.

(13)                Arbitration

The parties agree that any dispute relating to or arising out of this Agreement or the

interpretation or performance of this Agreement shall be submitted to arbitration in California, under the auspices of FINRA Dispute Resolution, Inc., in accordance with the rules of FINRA with respect to arbitration of disputes between FINRA members and customers. Each party will be responsible for its respective costs of any such arbitration, including forum fees and fees and expenses of legal counsel.

THE PARTIES ACKNOWLEDGE THAT:

· BY CONSENTING TO ARBITRATION THE PARTIES ARE WAIVING ANY RIGHT TO TRIAL BY A JURY.

· DISCOVERY IN ARBITRATIONS MAY BE MORE LIMITED THAN IN COURT PROCEEDINGS.

· ARBITRATORS ARE NOT NECESSARILY BOUND BY RULES OF LAW IN MAKING AWARDS, AND ARE NOT NECESSARILY REQUIRED TO ISSUE A REASONED OPINION IN SUPPORT OF THEIR AWARDS.

· THERE IS ONLY A LIMITED RIGHT TO APPEAL FROM AN ADVERSE DECISION BY AN ARBITRATION PANEL.

(14)    Counterparts.

For the convenience of the parties, this Agreement may be executed in any number of counterparts by facsimile transmission or electronic .pdf form, each of which shall be, and shall be deemed to be, an original instrument, but all of which taken together shall constitute one and the same agreement.

Entire Agreement; Amendments

This Agreement effective as of the Effective Date embodies the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings, oral or written, including, without limitation, the Original Letter, and may not be amended, supplemented or modified absent a written instrument signed by the parties hereto.

(16) Notices.

Unless otherwise specified in this Agreement, all communications under this Agreement will be given in writing, sent by hand delivery, overnight courier or registered mail to the address set forth below the signature of each party or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two (2) days after dispatch. Under no circumstances will communication or notification via email be deemed as contemplated by this Agreement.

(17) Third Party Rights; Limited Duties; No Recourse to owners of Financial Adviser.

Nothing in this Agreement shall be construed to confer upon any third party a right of action under this Agreement or any other right whatsoever. Financial Adviser owes no duty, fiduciary or otherwise, to any officer, director, owner, partner, investor, shareholder or member of, or auditor, attorney or adviser to, the

The Client, even if advised that any of them may be relying on any written or oral advice or recommendation made by Financial Adviser or any of its affiliates (or any of their respective employees or agents), or receiving any report or advice prepared by Financial Adviser or any of its affiliates. Financial Adviser owes no duty or obligation, fiduciary or otherwise, to the Client, other than the express contractual obligations set forth in this Agreement. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of Financial Adviser or any of their respective affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of the Financial Adviser arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transaction contemplated hereby, including, without limitation, any alleged non-disclosure or misrepresentations made by any such persons or entities.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[EXECUTION PAGE TO FOLLOW]

If the foregoing correctly sets forth our agreement, please so indicate by signing below and returning an executed counterpart to Financial Adviser at your earliest convenience. We look forward to working with you to the successful conclusion of this engagement and developing a long-term relationship.

Very truly yours,

	ACCEPTED AND AGREED AS OF
Boustead Securities, LLC By: /s/ Keith Moore Name: Keith Moore Title: CEO Address for notices: Boustead Securities, LLC 898 N Sepulveda, Suite 475 El Segundo, CA 90245	Date: Stocosil Inc. By: /s/ Pyng Soon Name: Pyng Soon Title: CEO Address for notices: 17870 Castleton St, Suite 250 City of Industry, CA 91748

 

EX1A-2A CHARTER

Exhibit 2.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

STOCOSIL INC.

(originally incorporated on December 11, 2014)

I.

 The name of this Corporation is Stocosil Inc.

II.

 The registered office of this Corporation in the state of Delaware is to be located at 9 E. Loockerman Street, Suite 215, in the City of Dover, County of Kent.  The registered agent in charge thereof is Legalinc Corporate Services Inc.

III.

 The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

IV.

 This Corporation is authorized to issue one (1) class of stock, to be designated Common Stock, $.0001 par value per share.  The total number of shares of Common Stock that this Corporation shall have authority to issue is 75,000,000.

V.

 The name and mailing address of the incorporator is as follows:

Pyng Soon, Esq.

17870 Castleton Street, Suite 250

City of Industry, California 91748

VI.

 Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of this Corporation need not be by written ballot.

VII.

 In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of this Corporation is expressly authorized to make, alter and repeal the by-laws of the Corporation, subject to the power of the stockholders of the corporation to alter or repeal any by-law whether adopted by them or otherwise.

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VIII.

A.           No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.  The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director's term or terms of office.  Any amendment, repeal or modification of this Article Eighth shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

B.           To the fullest extent permitted by applicable law, this Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of this Corporation (and any other persons to which the DGCL permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, whether involving criminal, civil, administrative, investigative or any other matters. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of any director, officer, employee or other agent of the Corporation existing at the time of such amendment, repeal or modification.

C.           Any amendment, repeal or modification of this Article VIII, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall only be prospective and shall not adversely affect the rights under this Article VIII in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.

IX.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter provided by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

*     *     *

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which amends, restates and integrates the Corporation’s existing Certificate of Incorporation, (a) was duly adopted in accordance with Sections 242 and 245 of the DGCL, (b) was duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL, and (c) has been executed by the Corporation’s duly authorized officer on May 28th, 2015.

STOCOSIL, INC.

By:           

Name: Vuong Trieu

Title: President

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EX1A-2B BYLAWS

Exhibit 2.2

BYLAWS

OF

STOCOSIL INC.

a Delaware corporation

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TABLE OF CONTENTS

ARTICLE 1: OFFICES	3
Section 1.  Registered Office	3
Section 2.  Other Offices	3
ARTICLE II: MEETINGS OF STOCKHOLDERS	3
Section 1.  Place of Meetings	3
Section 2.  Annual Meeting	3
Section 3.  Special Meeting	3
Section 4.  Notice of Stockholders' Meetings	3
Section 5.  List of Stockholders Entitled to Vote	4
Section 6.  Quorum	4
Section 7.  Adjourned Meeting; Notice	4
Section 8.  Voting	4
Section 9.  Waiver of Notice or Consent by Absent Stockholders	5
Section 10.  Stockholder Action by Written Consent Without a Meeting	5
Section 11.  Record Date for Stockholder Notice, Voting, and Giving Consents	5
Section 12.  Proxies	6
Section 13.  Inspectors of Election	6
ARTICLE III: DIRECTORS	7
Section 1.  Powers	7
Section 2.  Number and Qualification of Directors	8
Section 3.  Election and Term of Office of Directors	8
Section 4.  Vacancies	8
Section 5.  Place of Meetings	8
Section 6.  Annual Meeting	8
Section 7.  Other Regular Meetings	8
Section 8.  Special Meetings	8
Section 9.  Quorum	9
Section 10.  Waiver of Notice	8
Section 11.  Action Without Meeting	9
Section 12.  Telephonic Meetings	9
Section 13.  Fees and Compensation of Directors	9
ARTICLE IV: COMMITTEES	10
Section 1.  Committees of Directors	10
Section 2.  Meetings and Action of Committees	10
ARTICLE V: OFFICERS	10
Section 1.  Officers	10
Section 2.  Election of Officers	10
Section 3.  Subordinate Officers	10
Section 4.  Removal and Resignation of Officers	11
Section 5.  Vacancies in Offices	11
Section 6.  Chairman of the Board	11
Section 7.  President	11
Section 8.  Vice Presidents	11
Section 9.  Secretary	11
Section 10.  Chief Financial Officer	12
ARTICLE VI: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS	12
Section 1.  Right to Indemnification	12
Section 2.  Advancement of Expenses	12
Section 3.  Claims	13
Section 4.  Non-Exclusivity of Rights	13
Section 5.  Indemnification of Employees and Agents of the Corporation	13
Section 6.  Other Indemnification	13
Section 7.  Insurance	13
Section 8.  Amendment or Repeal	14
ARTICLE VII: RECORDS AND REPORTS	14
Section 1.  Form of Records	14
Section 2.  Inspection by Stockholders	14
Section 3.  Inspection by Directors	14
ARTICLE VIII: GENERAL CORPORATE MATTERS	14
Section 1.  Certificates for Shares	15
Section 2.  Lost Certificates	15
Section 3.  Registered Stockholders	15
Section 4.  Representation of Shares of Other Corporations	15
Section 5.  Construction and Definitions	15
ARTICLE IX: REGISTRATION LOCK-UP PERIOD	15
Section 1.  180-Day Lock-up Period	15
ARTICLE X: RIGHT OF FIRST REFUSAL	15
Section 1.  Right of First Refusal	15
ARTICLE XI: AMENDMENTS	17
Section 1.  Amendment by Stockholders	17
Section 2.  Amendment by Directors	17

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BYLAWS

OF

STOCOSIL INC.

ARTICLE 1: OFFICES

Section 1.  Registered Office.  The registered office shall be 9 E Lookerman Street, Suite 215, DE 19901.

Section 2.  Other Offices.  The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II: MEETINGS OF STOCKHOLDERS

Section 1.  Place of Meetings.  Meetings of stockholders shall be held at any place within or outside the State of Delaware designated either by the board of directors or the president (if not contrary to any action taken by the board of directors).  In the absence of any such designation, stockholders' meetings shall be held at the principal executive office of the corporation in the 17870 Castleton Street, Ste. 250, City of Industry, CA 91748.

Section 2.  Annual Meeting.  The annual meeting of stock­holders of the corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings, shall be held at such time and place as the board of directors shall determine by resolution.

Section 3.  Special Meeting.  A special meeting of the stockholders may be called for any purpose or purposes at any time by the board of directors, or by the chairman of the board, or by the president, the chief executive officer or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting, but such special meetings may not be called by any other person or persons.

If a special meeting is called by any person or persons other than the board of directors, the chairman of the board, the president or the chief executive officer, the request shall be in writing, specifying the time of such meeting (such time to be not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request) and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or electronic mail or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation.  The officer receiving the request shall cause notice to be given promptly to the stockholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting.

Section 4.  Notice of Stockholders' Meetings.  All notices of meetings of stockholders shall specify the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.  Unless otherwise provided by law, the certificate of incorporation or these bylaws, the written notice of any annual or special meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation.

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If action is proposed to be taken at any meeting for approval of an amendment of the certificate of incorporation, pursuant to Section 242 of the Delaware Corporation Law, the notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the directors shall deem advisable.

If action is proposed to be taken at any meeting for approval of an agreement relating to any merger or consolidation, pursuant to Section 251 of the Delaware Corporation Law, the notice shall be mailed to each stockholder at least twenty (20) days prior to the date of the meeting.  The notice shall contain a copy of the agreement or a brief summary thereof, as the directors shall deem advisable.

An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 5.  List of Stockholders Entitled to Vote.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.  Quorum.  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of stockholders shall constitute a quorum for the trans­action of business.  The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7.  Adjourned Meeting; Notice.  Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjourn­ment is for more than thirty (30) days from the date set for the original meeting, in which case the board of directors shall set a new record date.  Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article II.  At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8.  Voting.  Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power upon the matter in question held by such stockholder, but no proxy shall be voted on or after three years from its date, unless the proxy provides for a longer period.  Vote may be via voice or ballot; provided, however, that elections for directors must be by ballot if demanded by any stockholder at the meeting and before the voting has begun.

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Any holder of shares entitled to vote on any matter may vote a part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, vote them against the proposal, but, if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stock­holder's approving vote is with respect to all shares that the stockholder is entitled to vote.

At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect.  All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

Section 9.  Waiver of Notice or Consent by Absent Stockholders.  The transaction of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes.  Such waiver, consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders, unless so provided by the certificate of incorporation or these bylaws.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the trans­action of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting but not so included if that objection is expressly made at the meeting.

Section 10.  Stockholder Action by Written Consent Without a Meeting.  Any action which may be taken at an annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.  All such consents shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

Any stockholder giving a written consent, or the stockholder's proxy holder, or a transferee of the shares or a personal representative of the stockholder or their respective proxy holders, may revoke the consent by a writing received by the secretary or assistant secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been delivered to the corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the date of the earliest dated consent delivered to the corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner prescribed in the first paragraph of this Section.

Section 11.  Record Date for Stockholder Notice, Voting, and Giving Consents.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date:

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(a)  In the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting;

(b)  In the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors; and

(c)           In the case of other action, shall not be more than sixty (60) days prior to such other action.

If no record date is fixed by the board of directors:

(a)  The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(b)  The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or if prior action by the board of directors is required by law, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and

(c)  The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 12.  Proxies.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary or Assistant Secretary of the corporation.

Section 13.  Inspectors of Election.  The corporation may, in advance of any meeting of stockholders, appoint one (1) or more inspectors to act at the meeting and make a written report thereof.  The corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting may appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of such inspector's duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such his or her ability.

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These inspectors shall:

(a)           Ascertain the number of shares outstanding and the voting power of each;

(b)           Determine the shares represented at the meeting and the validity of proxies and ballots;

(c)           Count all votes and ballots;

(d)           Determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;

(e)           Certify the determination of the number of shares represented at the meeting, and the count of all votes and ballots; and

(f)           Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.

ARTICLE III: DIRECTORS

Section 1.  Powers.  The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a)           Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the certificate of incorpora­tion, and with these bylaws; fix their compensation; and require from them security for faithful service.

(b)           Change the principal executive office or the principal business office from one location to another; cause the corporation to be qualified to do business in any state, territory, dependency, or country and conduct business within or without the State of Delaware; and designate any place within or without the State of Delaware for the holding of any stockholders' meeting, or meetings, including annual meetings.

(c)           Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d)           Authorize the issuance of shares of stock of the corporation on any lawful terms, for such consideration as permitted by law.

(e)           Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypotheca­tions, and other evidence of debt and securities.

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Section 2.  Number and Qualification of Directors.  The number of directors of the Corporation shall at least 1 but no more than 9, until changed by amendment of the Certificate of Incorporation or by a Bylaw amending this Section 2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares or by the Board. The exact number of directors shall be fixed from time to time, within the limits specified in the Certificate of Incorporation or in this Section 2, by a bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote, or by the Board. No reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires.

Section 3.  Election and Term of Office of Directors.  Directors shall be elected at each annual meeting of the stockholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of the stockholders held for that purpose.  All directors shall hold office until the expiration of the term for which elected and until their respective successors are elected, except in the case of death, resignation or removal of any director.

Section 4.  Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the expiration of the term for which elected and until their successors are duly elected and shall qualify, unless sooner displaced.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the authorized number of directors is increased, or if the stockholders fail, at any meeting of stockholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.  Any director may resign at any time upon giving written notice to the corporation.  The entire board of directors or any individual director may be removed from office, prior to the expiration of their or his term of office only in the manner and within the limitations provided by the General Corporation Law of Delaware

Section 5.  Place of Meetings.  Meetings of the board of directors may be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not so stated or if there is no notice, by resolution of the board or by the chairman of the board or by the president (if not contrary to any action taken by the board of directors).  In the absence of such a designation, meetings shall be held at the principal executive office of the corporation.

Section 6.  Annual Meeting.  Immediately following each annual meeting of stockholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business.  Notice of this meeting shall not be required.

Section 7.  Other Regular Meetings.  Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors.  Such regular meetings may be held without notice.

Section 8.  Special Meetings.  Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or secretary or assistant secretary or any two directors.  Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or electronic email or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation.  In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally, or by telephone or to the telegraph company, at least forty-eight (48) hours before the time of the holding of the meeting.  Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.]  The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

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Section 9.  Quorum.  At all meetings of the board of directors a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as provided by the provisions of Section 144 of the General Corporation Law of Delaware (as to approval of contracts or transactions in which a director has a financial interest), Section 141(c) of the General Corporation Law of Delaware (as to appointment of committees), the certificate of incorporation, or other applicable law.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  A meeting at which a quorum is initially present may con­tinue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10.  Waiver of Notice.  Notice of a meeting need not be given to any director who signs a waiver of notice or a con­sent to holding the meeting or an approval of the minutes thereof, either before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to said director.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors.

Section 11.  Action Without Meeting.  Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the board or committee.

Section 12.  Telephonic Meetings.  Members of the board of directors, or any committee designated by the board of directors, may participate in a meeting thereof by means of, conference telephone or similar communication equipment, so long as all persons parti­cipating in the meeting can hear one another, and all such persons shall be deemed to be present in person at the meeting.

Section 13.  Fees and Compensation of Directors.  Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors.  This Section 13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV: COMMITTEES

Section 1.  Committees of Directors.  The board of directors may, by resolution adopted by a majority of the whole board of directors, designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the board.  The board may designate one or more directors as alternate mem­bers of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any committee, to the extent provided in the resolution of the board, shall have and may exercise all the powers and authority of the board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such  committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, it shall not have the power or authority to declare a dividend to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

Section 2.  Meetings and Action of Committees.  Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws,  with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by reso­lution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate mem­bers, who shall have the right to attend all meetings of the committee.  The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V: OFFICERS

Section 1.  Officers.  The officers of the corporation shall be a president, a secretary or assistant secretary and a chief financial officer.  The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more secretaries, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V.  Any number of offices may be held by the same person.

Section 2.  Election of Officers.  The officers of the cor­poration, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

Section 3.  Subordinate Officers.  The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

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Section 4.  Removal and Resignation of Officers.  Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.  Vacancies in Offices.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6.  Chairman of the Board.  The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws.  If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7.  President.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation.  He shall preside at all meetings of the stockholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors.  He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

Section 8.  Vice Presidents.  In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, and the president, or the chairman of the board.

Section 9.  Secretary or Assistant Secretary .  The secretary or Assistant secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of the directors, committees of directors, and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors' meetings or com­mittee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings.

The secretary or assistant secretary  shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

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The secretary or assistant secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.

Section 10.  Chief Financial Officer.  The chief finan­cial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, dis­bursements, gains, losses, capital, retained earnings, and shares.  The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors.  He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the presi­dent and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the finan­cial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

ARTICLE VI: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,

AND OTHER AGENTS

Section 1.  Right to Indemnification. The Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a "Proceeding"), by reason of the fact that such person, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise.  The Corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise.  Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article VI, the Corporation shall be required to indemnify any person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors of the Corporation.

Section 2.  Advancement of Expenses.With respect to any person made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person, or a person for whom he or is the legal representative, is or was a director or officer of the Corporation, the corporation shall pay the expenses (including attorneys’ fees) incurred by such person in defending any such proceeding in advance of its finaldisposition (hereinafter an "advancement of expenses”).  With respect to a Proceeding initiated against the Corporation by a director or officer of the Corporation (including a person serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise), such director or officer shall be entitled under this Section to the advancement of expenses (including attorneys' fees) incurred by such person in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Corporation in connection with such Proceeding in advance of the final disposition of such proceeding.   With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, the Corporation may, in its discretion and upon such terms and conditions, if any, as the Corporation deems appropriate, pay the expenses (including attorneys' fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

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Section 3.  Claims.With respect to any person made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, the rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article VI shall be contract rights.  If a claim under Section 1 or 2 of this Article VI with respect to such rights is not paid in full by the Corporation within sixty days after a written demand has been received by the Corporation, except in the case of a claim for an advancement of expenses by an officer or director of the Corporation, in which case the applicable period shall be twenty days, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Corporation seeks to recover an advancement of expenses shall also be entitled to be paid the expenses (including attorneys' fees) of prosecuting or defending such suit.  With respect to any suit brought by a person seeking to enforce a right to indemnification hereunder (including any suit seeking to enforce a right to the advancement of expenses hereunder) or any suit brought by the Corporation to recover an advancement of expenses, neither the failure of the Corporation to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor an actual determination by the Corporation that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit.  In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses, the burden of proving that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Corporation seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Section 4.  Non-Exclusivity of Rights.The indemnification and advancement of expenses provided in this Article VI shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.  Indemnification of Employees and Agents of the Corporation.  The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article VI.

Section 6.  Other Indemnification.  The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

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Section 7.  Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI or otherwise.

Section 8.  Amendment or Repeal.Any right to indemnification or to advancement of expenses of any person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

ARTICLE VII: RECORDS AND REPORTS

Section 1.  Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.  The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 2.  Inspection by Stockholders.  Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of stockholders, and its other books and records, and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or other such writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

Section 3.  Inspection by Directors.  Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to his position as a director.

ARTICLE VIII: GENERAL CORPORATE MATTERS

Section 1.  Certificates for Shares.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the chairman or vice chairman of the board of directors, if any, or the president or a vice president, and by chief financial officer or an assistant treasurer, or the secretary or an assistant secretary, of the corporation, certifying the number of shares owned by such stockholder in the corporation.  Any of or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

The board of directors may authorize the issuance of shares as partly paid and subject to call for the remainder of the consideration to be paid therefor; provided that upon the face or back of each certificate issued to represent any such partly paid shares or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.  Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

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Section 2.  Lost Certificates.  Except as provided in this Section 2, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time.  The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 3.  Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Section 4.  Representation of Shares of Other Corporations.  The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation.  The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 5.  Construction and Definitions.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the General Corporation Law of Delaware shall govern the construction of these bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

ARTICLE IX:  REGISTRATION LOCK-UP PERIOD

Section 1.  180-Day Lock-up Period.  In connection with any underwritten public registration of the Corporation's securities, any stockholder of the Corporation, upon the request of the Corporation or the underwriters managing such underwritten offering of the Corporation's securities, shall not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Corporation's securities without the prior written consent of the Corporation and such underwriters, as the case may be, for a period of time, not to exceed thirty (30) days before and one hundred and eighty (180) days after the effective date of such registration (the “Lock-up Period”).  Upon request by the Corporation, such stockholder shall also enter into any further agreement in writing in a form reasonably satisfactory to the Corporation and such underwriters to effectuate this lock-up.  The Corporation may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the Lock-up Period.

ARTICLE X:  RIGHT OF FIRST REFUSAL

Section 1.                      Right of First Refusal.  No stockholder shall sell, assign, pledge, or in any manner transfer any of the shares of common stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this Bylaw:

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(a)If the stockholder desires to sell or otherwise transfer any of his shares of Common Stock, then the stockholder shall first give written notice thereof to the corporation.  The notice shall name the proposed transferee and state the number and conditions of the proposed transfer.

(b)For thirty (30) days following receipt of such notice, the corporation shall have the option to purchase all (but not less than all) of the shares specified in the notice at the price and upon the terms set forth in such notice; providing, however, that with the consent of the of the stockholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the price and upon the terms set forth therein.  In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the provisions of this Article X, the price shall be deemed to be the fair market value of the Common Stock at such time as determined in good faith by the board of directors.  In the event the corporation elects to purchase all of the shares or, with consent of the stockholder, a lesser portion of the shares, it shall give written notice to the transferring stockholder of its election and settlement for said shares shall be made as provided below in paragraph (d).

(c)  The corporation may assign its rights hereunder, as determined by the board of directors.

(d)  In the event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder's notice, the Secretary or Assistant Secretary  of the corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary or Assistant Secretary  of the corporation receives said transferring stockholder's notice; provided that if the terms of payment set forth in said transferring stockholder's notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder's notice.

(e)  In the event the corporation and/or its assignees(s) do not elect to acquire all of the shares specified in the transferring stockholder's notice, said transferring stockholder may, within a thirty-day period following the expiration of the option rights granted to the corporation and/or its assignees(s) herein, transfer the shares specified in said transferring stockholder's notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder's notice. All shares so sold by said transferring stockholder shall continue to be subject to the provisions of this Bylaw in the same manner as before said transfer.

(f)  Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this Bylaw:

(i)  A stockholder's transfer of any or all shares held either during such stockholder's lifetime or on death by will or intestacy to such stockholder's Immediate Family or to any custodian or trustee for the account or benefit of such stockholder or such stockholder's Immediate Family (or a transfer by any such custodian or trustee to such stockholder or to the Immediate Family of such stockholder). "Immediate Family" as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the stockholder making such transfer.

(ii)  A stockholder's bona fide pledge or mortgage of any shares with a commercial lending institution, provided that any subsequent transfer of said shares by said institution shall be conducted in the manner set forth in this Bylaw.

(iii)  A stockholder's transfer of any or all of such stockholder's shares to the corporation or to any other stockholder of the corporation.

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(iv)  A stockholder's transfer of any or all of such stockholder's shares to a person who, at the time of such transfer, is an officer or director of the corporation.

(v) A corporate stockholder's transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate stockholder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate stockholder.

(vi) A corporate stockholder's transfer of any or all of its shares to any or all of its stockholders.

(vii) A transfer by a stockholder which is a limited or general partnership or limited liability company to any or all of its partners or former partners or members or former members.

In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this Bylaw, and there shall be no further transfer of such stock except in accord with this Bylaw.

(g)  The provisions of this Article X may be waived with respect to any transfer either by the corporation, upon duly authorized action of its board of directors, or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation (excluding the votes represented by those shares to be transferred by the transferring stockholder).

(h) Any sale or transfer, or purported sale or transfer, of securities of the corporation shall be null and void unless the terms, conditions, and provisions of this Bylaw are strictly observed and followed.

(i)  The foregoing right of first refusal contained in this Article X shall terminate on the following dates:

(1)   Upon the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

(j)  The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION."

ARTICLE XI: AMENDMENTS

Section 1.  Amendment by Stockholders.  New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written assent of stockholders entitled to exercise a majority of the voting power of the corporation, except as otherwise provided by law or by the certificate of incorporation.

Section 2.  Amendment by Directors.  Subject to the rights of the stockholders as provided in Section 1 of this Article XI, to adopt, amend, or repeal bylaws, bylaws may be adopted, amended, or repealed by the board of directors.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1.  That I am the duly elected and acting secretary of Stocosil, Inc., a Delaware corporation; and,

2.  That the foregoing bylaws, comprising 16 pages, constitute the bylaws of said corporation as duly adopted by the sole director of the corporation on January 1, 2015.

IN WITNESS WHEREOF, I have hereto subscribed my name effective as of the 11th day of June, 2015.

                                                                           Pyng Soon, Secretary

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EX1A-3 HLDRS RTS

Exhibit 3.1

EX1A-4 SUBS AGMT

Exhibit 4.1

4640 Admiralty Way. Suite 423

Marina del Rey, CA 90292

Phone: (877) 208-5012      (310) 230-5344

CONSULTING & COORDINATION RETAINER AGREEMENT:

This agreement supersedes any and all previously written agreements.

Stocosil Inc., a Delaware corporation with an address of 17870 Castleton St., Ste. 250, City of Industry, CA 91765 (“Company”), is intending to engage in a public offering of securities pursuant to an exemption from registration pursuant to Section 3(b) of the Securities Act of 1933, as amended (the “Act”) and Regulation A+ promulgated thereunder (the “Offering”).   Both parties may be hereinafter referred to each individually as a “Party” and collectively as the “Parties”. This Agreement supersedes and replaces any and all prior agreements between the parties.

In consideration of the premises and promises, warranties and representations herein contained, it is agreed to enter into the Consulting & Coordination Retainer Agreement (the “Agreement”) as follows.

Advisory Services

Company desires to engage the services of ASMX Capital, LLC (“ASMXC,” “we,” “our” or “us”) to consult and advise in the Offering (“AdvisoryServices”).  Our Advisory Services include but are not limited to (i) providing you with general financial advice and assistance concerning the Company’s business; (ii) assisting Company in analyzing the best Offering strategy for the Company; (iii) helping Company draft the offering statement and related offering circular with regard to the Offering and (iv) assisting Company with such other matters as we may agree.  Both Company and ASMXC are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Retainer fees

As compensation for our Advisory Services, Company has paid ASMXC a “retainer fee” of $20,000, as of March 15, 2016 (the “Effective Date”). This retainer fee in part will fund the beginning activities in the “Coordination Services” of this Agreement (defined below). Completion of all due diligence activities for the Company is estimated to be approximately in the range of $20,000 but shall not in any event exceed $45,000.

Coordination Services

The Company also desires to engage ASMXC to provide certain ancillary support services related to the process of qualifying the Offering, preparing and dissemination of materials related to distribution effort and listing the same on the ASMX Trading System (“Coordination Services”).  These include:

· Coordinate all due diligence 3rd party reports for full underwriting by Placement Agent

· Arrange, coordinate and compile 3rd party due diligence reports for use by broker-dealers

· Deliver completed due diligence packages to broker dealers as directed by Company

· Prepare and deliver completed listing application package to ASMX Market for listing

· Prepare and coordinate PR and marketing/advertising materials, including but not limited to website review or revamp.

Advisory and Service Fee

ASMXC shall further receive a fee (“Deferred Fee”) for its services of $100,000 payable upon escrow break during the Term (as defined below) of the minimum investment of Eleven Million Dollars (US$11,000,000), or any amount determined by both parties subsequently, pursuant to the Offering. The Deferred Fees are deferred payments for the services under this Agreement and are not commissions or other selling relating compensation.

Terminations

This Agreement will commence on the Effective Date first indicated above and continue for a period of nine (9) months.  The Agreement is renewable for consecutively six (6) month term upon mutual written agreement between the Parties.  Either Party may terminate this Agreement at any time with thirty (30) days’ written notice.  Notwithstanding expiration or termination of this Agreement, the provisions of the Agreement concerning confidentiality, indemnification, contribution, legal matters and the Company’s obligations to pay the commission fees and reimbursed expenses accrued and earned prior to termination or expiration of this Agreement (the “Term”) shall survive and remain in effect.

Terms and Conditions

In providing the services described hereunder, ASMXC will make requests for such information (including, but not limited to, the preliminary requests found on Exhibit A attached hereto) as we reasonably determine appropriate to perform these services. The Company agrees and acknowledges that ASMXC, and its employees, agents, counsel and advisors, in performance of the Advisory Services, is relying entirely on the Company to provide all information concerning itself and its business when performing the Coordination Services contemplated hereunder, and we do not assume any responsibility for the accuracy and/or completeness of the information.  Company represents that all such information provided to ASMXC is true, accurate and complete in all material respects and, to the best of Company’s knowledge does not omit any information that, with the passage of time, would cause the information provided to be inaccurate, false or incomplete.  Company shall promptly submit any additional information which supplements, corrects, amends or reflects material changes in or to any of the information previously submitted to ASMXC.

We will keep information designated confidential by Company as such and not disclose to any third party any confidential information of the Company, and will use such confidential information only in connection with this engagement; provided, however, such confidential information shall not include any information (i) already lawfully in our possession prior to the date of its disclosure to us by you, (ii) generally available to the public or (iii) which becomes available to us on a non-confidential basis from a third party who is not known to us to be bound by a confidentiality obligation with respect to such information; and provided, further, that such confidential information may be disclosed (a) to our officers, members, employees, agents, affiliates, advisors and representatives (collectively, our “Representatives”) in connection with our engagement hereunder who shall be informed of the confidential nature of this information and agree to keep such information confidential whereby a breach of such obligation by our Representatives shall be a breach by us ; (b) to any person with prior written consent of Company; or (c) if, upon the advice of counsel, we are compelled by law to disclose such information provided that we shall use reasonable effort to seek protective order from such disclosure and provide Company with an opportunity to assist in such effect.  The provisions of this paragraph shall survive for two (2) years after the expiration or termination of this Agreement.

We are an independent contractor to you and are not a fiduciary to you or your shareholders.  The Company acknowledges that it is a sophisticated business enterprise with competent financial advisors and legal counsel, and the Company has retained ASMXC for the limited purposes set forth in this Agreement.  The parties acknowledge and agree that their respective rights and obligations as set forth herein are contractual in nature.  Accordingly, the Company disclaims any intention to impose any fiduciary obligations on ASMXC by virtue of the engagement contemplated by this Agreement, and ASMXC shall not be deemed to have any fiduciary duties or obligations to any investors, the Company, any other business entities, or their respective officers, directors, shareholders, partners, members, affiliates or creditors, as a result of this Agreement or the services provided pursuant hereto.

The Company agrees to indemnify and hold harmless the ASMXC and its officers, directors, partners and employees (each an “Indemnified Party”) from and against any losses, claims (including the reasonable cost of investigation), damages or liabilities, joint or several, to which ASMXC, or its Indemnified Parties, may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material breach of this Agreement or failure by Company to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or alleged untrue statement of a material fact contained (i) in any offering statement by the Company related to the Offering or any post-qualification amendment thereto, any marketing material related to the Offering provided by the Company to any third party or (ii) in any document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Offering under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof, or (c) the omission or alleged omission to state a material fact required to be stated in the offering statement related to the Offering or any post-qualification amendment thereof or any marketing material related to the Offering provided by the Company to any third party to make the statements therein not misleading, and the Company will reimburse ASMXC, and its Indemnified Parties, for any legal or other expenses each may reasonably incur in connection with investigating or defending such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon (x) ASMXC’s gross negligence or willful misconduct or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information originated solely by ASMXC and furnished to the Company by ASMXC expressly for use in an offering statement related to the Offering or any post-qualification amendment thereof or (z) any marketing material related to the Offering provided to any third party. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any principles of conflicts of law.  The parties hereto hereby irrevocably submit to the jurisdiction of any court of the United States, or of the State of California, located in Los Angeles County, California, over any suit, action, or proceeding brought by the other party hereto arising out of or relating to this Agreement.  In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorney fees.

This Agreement contains the entire agreement between us concerning the services to be provided hereunder and supersedes any prior understanding or agreement in connection therewith.  Any amendment or waiver of any right or obligation must be in writing signed by the party against whom it is sought to be enforced.  The officers signing below are duly authorized to execute this Agreement on behalf of the Company and ASMXC and upon execution this Agreement shall be binding against the Company and ASMXC.

This Agreement may not be assigned by Company or ASMXC without the prior written consent of the other Party.  The benefits of this Agreement shall inure to the respective successors and assigns of the parties to and person indemnified under this Agreement and their successors, assigns and representatives, and the obligations and liabilities assumed in this Agreement shall be binding upon each party’s respective successors and assigns.

Assignment

Neither party shall have the right or the power to assign any of its rights, or delegate or subcontract the performance of any of its obligations under this Agreement, without the prior written authorization of the other party, such written authorization not to be unreasonably withheld or delayed; provided, however, that the prior written authorization of the other party shall not be required for a party to assign any of its rights, or delegate or subcontract the performance of any of its obligations hereunder to an affiliate or pursuant to a sale of substantially all of the assets of the party, merger, consolidation, reorganization or other similar transaction.

IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the date first above written.

Stocosil, Inc

Signature: ____________________________                                                                                                Date:  March 24, 2016

Printed Name: _________________________ 

Title: ________________________________

ASMX CAPITAL LLC

By:                                                                                               Date: ___March 24, 2016

        Mr. Weslie Johnson

        Chief Executive Officer

EXHIBIT A

Company agrees to use its reasonable efforts to continue to provide the following information as requested by ASMX Capital LLC while ASMX Capital is engaged by the Company under this Agreement.

1.   Copy of Final Business Plan / Private Placement Memorandum

2.   Copy of the Articles of Incorporation

3.   Details on Current Shareholders (Detail number of shares authorized, detailed number of shares issued and outstanding and who holds those shares).

4.   BIOGRAPHIES of each Executive Member of the Company, NO RESUMES

5.   Details on any issued options or warrants of the Company (Capitalization Table)

6.   Details on any debts of the Company

7.   Details on all Permitting, Licensing or Regulatory Approvals Required for operation

8.   Complete use of Funds Schedule

9.   Audited Financial Statements for past two years, or if not incorporated for the past two years, just back to the date of incorporation. Audited Financial Statements MUST include:

a.   Balance Sheets

b.   Profit & Loss Statements

c.   Cash Flow Statements

d.   Statements of Shareholder Equity

e.   Notes to the Financial Statements

10.    All financials to be prepared to GAAP standards

 

EX1A-6 MAT CTRCT

Exhibit 6.1

PRODUCT DEVELOPMENT, LICENCE AND COMMERCIALIZATION AGREEMENT

This Product Development, Licence and Commercialization Agreement (“Agreement”) is made and entered into as of February 27th, 2015 by and between Daewoong Pharmaceuticals Co. Ltd. a company incorporated under the laws of South Korea and having its registered office at 163-3, Samsung-Dong, Kangnam-Gu, Seoul, Korea (“DAEWOONG”) and Autotelic, LLC and Autotelic, Inc., and Stocosil Inc. (“STOCOSIL”) companies incorporated under the laws of Delaware, having its registered office at 17870 Castleton Street, Ste. 250, City of Industry, CA 91748, USA. (“STOCOSIL”).

STOCOSIL will be the main party to this Agreeemnt, and Autotelic, LLC together with Autotelic, Inc.,  (“AUTOTELIC”) will be the secondary parties to this Agreement and the “Sponsor” (to be defined below in the Definition Clause) of STOCOSIL. As the Sponsor of STOCOSIL, AUTOTELIC will assume all the responsibilities, obligations, and liabilities of STOCOSIL until STOCOSIL successfully raises $5 million in equity and additional $15 million ($20 million in total) in equity.  Once STOCOSIL successfully raises $5 million in equity, Autotelic, LLC will no longer be the secondary party to this Agreement and Sponsor of STOCOSIL.  Further, when STOCOSIL successfully raises additional $15 million ($20 million in total), Autotelic, Inc. will no longer be the secondary party to this Agreement and Sponsor of STOCOSIL.  To avoid any doubt, Autotelic, LLC will be relieved of any of responsibilities, obligations, and liabilities under this Agreement once STOCOSIL successfully raises $5 million in equity.  Further, Autotelic, Inc. will be relieved of any of responsibilities, obligations, and liabilities under this Agreement once STOCOSIL successfully raises additional $15 million ($20 million in total) in equity.  However, the Clause 7, Non-Compete, and Clause 11, Confidentiality and Publication, will be continuously effective for AUTOTELIC even after AUTOTELIC ceases to be the party to this Agreement as long as this Agreement is in effect and not formally terminated.

In the event of Change in ownership or effective control of STOCOSIL, this Agreement shall remain in full force and effective with the acquirer or successor of STOCOSIL.

DAEWOONG and STOCOSIL are herein referred to each as a “Party” and, collectively, as the “Parties”.

WHEREAS:

I. DAEWOONG and its Affiliates (as defined below) control certain intellectual property and other rights in and to the Products and DAEWOONG Existing Product (as defined below).

II. AUTOTELIC, STOCOSIL and its Affiliates (as defined below) have extensive experience in the discovery, developing and commercialization of pharmaceutical products in the USA.

III. STOCOSIL desires to Develop and Commercialize (as defined below) Products (as defined below) in the Territory (as defined below).

IV. The Parties desire to Develop and Commercialize the Products (as defined below) pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the covenants and obligations expressed herein, the Parties hereto, intending to be legally bound, do hereby agree as follows:

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1. DEFINITIONS AND INTERPRETATION

1.1       The following terms shall have the following meanings when used in this Agreement:

“Activ    “Pharmaceutical Ingredient” or “API”	means in respect of the Product the active substance(s) contained in that Product.
“Adverse Event”	shall have the meaning as defined in Safety Data Exchange Agreement.
“Affiliates”	means, in relation to a Party, any person,  which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such Party.  An entity shall be deemed to control another entity if it:  (i) owns, directly or indirectly, at least fifty percent (50%) of the outstanding voting securities or capital stock (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of such other entity, or has other comparable ownership interest with respect to any entity other than a corporation; or (ii) has the power, whether pursuant to contract, ownership of securities or otherwise, to direct the management and policies of the entity.  Further, they also mean that any companies whose, at least 50%, shareholders are also the shareholders of either of the Parties at the time of the inception of these companies, defined as “Common Control”.
“Agreement”	means this agreement, together with its Schedules, as amended from time to time by the Parties.
“Applicable Law”	means any domestic or foreign statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Regulatory Authority applicable to a Party or its properties, business, assets or a Product or any of the activities contemplated hereunder that may be in effect from time to time.
“Business Day”	means a day other than a Saturday or a Sunday when the banks in Los Angeles and Korea are open for normal business.

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“Calendar Quarter”	means each successive period of three (3) consecutive calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date, and the last Calendar Quarter shall end on the last day of the Term.
“Calendar Year”	means each successive period of twelve (12) consecutive calendar months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.
“Claim”	means Third Party suits, claims, actions, proceedings or demands. i
“Clinical Trials”	means Phase I, Phase II, Phase III, Phase IV or such other tests and studies in patients that are required by Applicable Law, or otherwise recommended by the Regulatory Authorities, to obtain or maintain Regulatory Approvals, but excluding Post Approval Studies.
“Commercially Reasonable Efforts”	means, with respect to a Party’s obligation to perform or achieve a specified obligation or outcome of the Product and/or Optional Product or generally under this Agreement, the efforts, expertise, degree of skill, and resources that are comparable in quality and scope to those efforts, expertise, degree of skill and resources that are generally used by such Party to perform or achieve a comparable obligation or outcome for a pharmaceutical product owned or controlled by such Party, which has the same regulatory requirements or status (for example, requires a prescription or is available over-the-counter), is at a comparable stage of development or product life as the Product and/or Optional Product, and that has similar market potential as the Product and/or Optional Product, taking into account issues of patent coverage, relative safety and efficacy, product profile, the competitiveness of the marketplace, the proprietary position of the compound or product, relevant regulatory circumstances, the profitability of the product (including pricing and reimbursement status achieved) and other relevant risk factors, including technical, legal, scientific, commercial and/or medical risk factors.

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“Commercialization” “Competitive Product”

means any and all activities (after Regulatory Approval) directed to the marketing, detailing and other promotion of the Product and/or Optional Product, after Regulatory Approval for commercial sale has been obtained.  Commercialization shall include marketing, distributing, offering to sell, selling, importing, exporting or transporting for sale of the Product and/or Optional Product, but shall not include Post Approval Studies.  When used as a verb, “Commercialising” means to engage in Commercialization and “Commercialize” and “Commercialized” shall have a corresponding meaning. means any pharmaceutical product not manufactured by DAEWOONG or its Affiliates that (i) has same mechanism of action with that of the Product, and (ii) has same composition as olmesartan and rosuavastatin combination, and (iii) launched or manufactured or supplied in the Territory by any other persons than DAEWOONG, including but not limited to AUTOTELIC, STOCOSILor Distributor, after the Effective Date of this Agreement.

“Confidential Information”

means any and all information of a confidential or sensitive nature (including all Intellectual Property and Know-How) disclosed by a Party to the other pursuant to this Agreement including, without limitation, manufacturing, marketing, financial, personnel, scientific and other business information and plans, and the material terms of this Agreement, whether in oral, written, graphic or electronic form. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under the terms of this Agreement.

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“Control or Controlled”

means (a)in respect of any partnership, corporation or other entity, the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares or other voting rights of the subject entity having the power to vote on or direct the affairs of the entity, (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction); and (b)in respect of any Patent, Know-How or other Intellectual Property whether owned by or licensed to an entity, the possession of the legal right and ability to grant the respective licenses or sublicenses as provided herein without violating the terms of any agreement or other arrangement with any Third Party; and the expressions Controlling and Controlled by shall be interpreted accordingly.

“Cost of Goods” or “COGS”

means the cost consisting of (a) Cost of materials used in production of Product including but not limited to APIs, additives, and packages, (b) labour and machine cost, and (c) overhead costs related to production. DAEWOONG and STOCOSIL agree to review the market price of each API (Olmesartan, Rosuvastatin) for the Product during the 1st quarter of every year and calculate the average price of 3 suppliers registered in the US-DMF for each active ingredient. Then, that average price shall become effective on the last day of every 1st quarter and shall be applied to calculate a new COGS after such date. Overhead cost for production shall be calculated as 0.4 times the sum of labour and machine cost. * Overhead cost = (labour and machine cost)*0.4 COGS is to be no more than projected on Product COG (Date: Dec, 2014) as provided to STOCOSIL during its due diligence visit.  This is to remains effective from the Effective Date until expiration of the agreement.  Thereafter, pricing upper limit shal be permitted only at the time of contract renewal, provided that price increases shall not exceed five percent (5%) over the applicable price in effect for the expiring term.  In the event that the relevant governmental pricing (e.g. Centers for medicare and Medicaid Services) authorities in the Territory reduced the maximum bidding/retail price of the Product/Optional Product making the current pricing uncompetitive, Parties shal discuss in good faith a Product price adjustment.

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“Delivery Terms”	shall be on FOB Incheon airport.
“Development”	means, with respect to the Product and/or Optional Product, all activities related to research, preclinical and other non-clinical testing, test methods development and stability testing, toxicology, formulation, quality assurance/quality control, including the transfer of information, materials, Regulatory Documentation and other technology with respect to the Product and/or Optional Product, commercial scale-up, Clinical Trials and Post Approval Studies, including Manufacturing in support thereof, statistical analysis and report writing, market research and development, the preparation and submission of INDs and NDAs, regulatory affairs with respect to the foregoing, and all other activities necessary or reasonably useful or otherwise requested or required by a Regulatory Authority as a condition or in support of obtaining, maintaining or expanding a Marketing Authorization.  When used as a verb, “Develop” shall mean to engage in Development.
“Development Costs”	means any and all costs and expenses recorded as an expense in accordance with applicable accounting rules, related to the Development of a Product, approved by a Development Plan.  Development costs shall include such costs in connection with the following activites: (a)pre-clinical activity costs such as toxicology and formulation development, test method development, stability testing, quality assurance, quality control development and statistical analysis; (b)clinical costs including cost of goods for the conduct of the clinical trials; (c)regulatory expenses relating to the conduct of Clinical Trials, wherever performed, for the Product; (d)Manufacturing of Clinical Trial Supplies of Product for use in Clinical Trials and any pre-clinical activities in support thereof; (e)Manufacture, purchase or packaging of comparators or placebo for use in Clinical Trials; (f)Development of the Manufacturing process for Commercial Supplies of the Product, scale-up, Manufacturing process validation, Manufacturing improvements and qualification and validation of Third Party contract manufacturers; (g)Direct charges for materials (including chemicals, animals and lab supplies). (h)Regulatory filing costs including but not limited to manufacturing site registration fees, FOFA, PDUFA, MDUFFMA. (i)Insurances such as product liability insurance, clinical trial insurance, etc.

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“Development Plan” “Effective Date”	means the plan for Development of the Product and/or Optional Product, including, without limitation, operating guidelines and estimated filing dates, guidelines for filing Marketing Authorization, and any pre-clinical trials and Clinical Trials to be conducted by STOCOSIL. means the date on which  all parties formally execute this Agreement.
“First Commercial Sale”	means, in respect of the Product and/or Optional Product in a country within the Territory, the date on which that Product is first shipped to wholesalers and retailers by STOCOSIL in commercial quantities from its distribution centres for commercial sale to a Third Party in such country after receipt of Marketing Authorisation approval for such Product in such country.  Sales for test marketing, sampling and promotional uses or Clinical Trials or research purposes or compassionate uses will not be considered a First Commercial Sale. Further means, in respect of the Product and/or Optional Product in a country outside of the Territory except in Korea, the date on which that Product is first shipped to wholesalers and retailers by DAEWOONG in commercial quantities from its distribution centres for commercial sale to a Third Party in such country after receipt of Marketing Authorisation approval for such Product in such country.  Sales for test marketing, sampling and promotional uses or Clinical Trials or research purposes or compassionate uses will not be considered a First Commercial Sale.
“Force Majeure”	has the meaning set out in Clause 21.5.

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“Good Clinical Practice” or “GCP”

shall mean all applicable good clinical practice standards for the design, conduct, performance, monitoring, auditing, recording, analyses and reporting of clinical trials, including, as applicable: (i) the International Conference on Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use (“ICH”), Harmonised Tripartite Guideline for Good Clinical Practice (CPMP/ICH/135/95); (ii) the Declaration of Helsinki (1964) as last amended at the 59th World Medical Association (WMA) General Assembly in October 2008 and any further amendments or clarifications thereto; (iii) regulations for “Protection of Human Subjects”, “Institutional Review Boards” and applications for IND, as set forth respectively under 21 C.F.R. Parts 50, 56, and 312, as may be amended from time to time;; and (iv) the equivalent Applicable Laws in any relevant country or jurisdiction, each as may be amended and applicable from time to time and in each case, that provide for, among other things, assurance that the clinical data and reports results are credible and accurate and protect the rights, integrity, and confidentiality of trial subjects.

“Good Laboratory Practice” or “GLP” “Good Manufacture Practice” or “GMP”

shall mean all applicable good laboratory practice standards, including:  (i) 21 C.F.R. Part 58 (“Good Laboratory Practice for Nonclinical Laboratory Studies”), as may be amended from time to time, and (ii) the relevant Applicable Laws in any relevant country or jurisdiction in the Territory, each as may be amended and applicable from time to time shall mean all applicable current good manufacturing practices including, as applicable:  (i) the regulations for “Current Good Manufacturing Practice in Manufacturing, Processing, Packing or Holding of Drugs; General”, “Current Good Manufacturing Practice for Finished Pharmaceuticals, “Current Good Manufacturing Practice for Blood and Blood Components” “General Biological Products Standards” and the “Quality System Regulation”, as set forth respectively under 21 C.F.R. Parts 210, 211, 606, 610 and 820, as may be amended from time to time; (ii) the principles detailed in ICH Q7A ”Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients”; and (iii) the equivalent Applicable Laws in any relevant country or jurisdiction, each as may be amended and applicable from time to time.

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“Intellectual Property Rights”	means rights in any and all Patents, any industrial and intellectual property of any kind granted or recognised under the laws of any country including but not limited to (a) any copyright,  designs rights, Patents, logos, business names or signs, domain names, database rights, moral rights, including all rights or forms of protection having an equivalent or similar nature or effect anywhere in the world, whether enforceable, registered, unregistered or registerable (including all renewals, extensions and applications for registration) in respect of the same; and (b) any and all rights relating to software, Confidential Information or Inventions.  Trade Marks are excluded from this definition.
“STOCOSIL & AUTOTELIC Arising IP”	means any and all Intellectual Property Rights and Know-How which arise in connection with a  Development Plan and this Agreement, to the extent it relates to Product and/or Optional Product or the Manufacture of the Optional Product. This to mean any and all  Drug Monitoring IPs and Drug Monitoring/Drug combination IPs.
“STOCOSIL & AUTOTELIC Background IP”	means any Intellectual Property Rights and Know How owned by, assigned to or licensed to STOCOSIL and/or STOCOSIL Affiliates prior to the Effective Date, which are necessary for the performance of a Development Plan.
“STOCOSIL Senior Representative”	means: for all disputes relating to development or regulatory issues, STOCOSIL’s CEO
“DAEWOONG Arising IP”	means any and all Intellectual Property Rights and Know-How, which arise in connection with a Development Plan, Manufacture of the Product, and this Agreement, to the extent it relates to the Product which does not incorporate any STOCOSIL Confidential Information, STOCOSIL Background IP and/or STOCOSIL Arising IP.
“DAEWOONG Background IP”	means any Intellectual Property Rights and Know-How owned or Controlled, or licensed to or otherwise acquired by DAEWOONG and/or DAEWOONG’s Affiliates prior to the Effective Date of this Agreement and/or otherwise outside the scope of this Agreement which are necessary to perform the obligations pursuant to this Agreement.

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“DAEWOONG Senior Representative”	means: (i) for disputes relating to development or regulatory issues, DAEWOONG’s Head of Products Development; or (ii) for all other disputes, DAEWOONG’s CEO.
“Know-How”	means any proprietary computer program(s), computer code(s), algorithm, treatment algorithm, technology, technical, scientific and medical information, methods of use, processes, techniques, ideas, inventions (excluding any inventions disclosed in any Patent, that is granted or published application), improvements, modifications, know-how, practices, trade secrets, chemistry, manufacturing and control data, quality control information and procedures, and pharmacological, toxicological and preclinical and clinical test data and results and regulatory information (including all documentation and correspondence submitted or required to be submitted to a Regulatory Authority, or received from a Regulatory Authority, in connection with a Regulatory Approval in any country), all of the foregoing pertaining to the Development, Manufacture and/or Commercialization of the Product, but excluding Patents associated with any of the foregoing.
“Loss” or “Losses”	means liabilities, damages, and losses to Third Parties, costs and expenses, including, but not limited to, the reasonable fees of attorneys and other professionals.
“Manufacture”	means, in respect of the Product, any and all activities related to the purchasing (and/or producing) of Materials, processing, production, sample retention, bulk packaging, primary & secondary packaging, labeling, storing, testing, release and shipping of such Product, including quality assurance and quality control and stability testing, and includes the performance of any such activity in connection with the Development of the Product, and “Manufactured” and “Manufacturing” shall be construed accordingly.
“Manufacturing and Supply Agreement” or “MSA”	means an agreement to be entered into by STOCOSIL and DAEWOONG which sets forth the terms and conditions under the Product to be Commercialized by STOCOSIL will be Manufactured and supplied by DAEWOONG to STOCOSIL.  The key terms of this Manufacturing and Supply Agreement are summarised in Schedule 1.

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“Manufacturing Licence”	means, in respect to the Product, all licences and/or approvals necessary for, or in connection with, the Manufacture of such Product at the Manufacturing Site(s).
“Manufacturing Site(s)”	means that (or those) manufacturing sites used or owned by DAEWOONG or its Affiliates or its or their respective permitted subcontractors at which the Product will be Manufactured, either pursuant to this Agreement or pursuant to the Manufacturing and Supply Agreement.
“Marketing Authorizations"	means, in respect of the Product and/or Optional Product in a country in the Territory, all approvals, licenses, registrations or authorizations issued by the relevant Regulatory Authority in such country of the Territory enabling STOCOSIL to commercialize the Product and/or Optional Product in that country, including Price and Reimbursement Approval.
“Materials”	means, in respect of a Product, all active and raw materials (including API), intermediates, processing aids, ingredients, components, packaging and labelling materials and other materials that are required to Manufacture that Product.
“Net Sales”	means, as to STOCOSIL or DAEWOONG and with respect to a given period of time, gross invoiced sales of the Product and/or Optional Product to Third Parties by either Party or its Affiliates or sublicensees in such period, less the following deductions from such gross amounts which are actually incurred, allowed, paid, accrued or specifically allocated: (a) Cost of Good Sold, defined in above (b) credits or allowances actually granted for damaged Product and/or Optional Product, returns or rejections of Product, price adjustments, and billing errors; (c) governmental and other rebates (or equivalents thereof) granted to managed health care organizations, pharmacy benefit managers (or equivalents thereof), national, state/provincial, local, and other governments, their agencies and purchasers, and reimbursers, or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups;

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(d) such Party’s normal and customary trade, cash and quantity discounts, allowances, and credits actually allowed or paid; (e) commissions allowed or paid to Third Party distributors, brokers, or agents other than sales personnel, sales representatives, and sales agents employed by such Party; (f) transportation costs, including insurance, for outbound freight related to delivery of Product to the extent included in the gross amount invoiced; (g) sales taxes, value added taxes (VAT), and other taxes directly linked to the sales of Product to the extent included in the gross amount invoiced; (h) the actual amount of any write offs for bad debt directly relating to sales of Product in the period; and (i) any other items actually deducted from gross invoiced sales amounts as reported by such Party in its financial statements in accordance with the International Financial Reporting Standards. Sales between or among either Party and its Affiliates or sublicensees will be excluded from the computation of such Party’s Net Sales, but the subsequent final sales to a Third Party by such Affiliates or sublicensees will be included in the computation of such Party’s Net Sales.

“Patent”

means (a) all national, regional and international patent applications, including priority and provisional patent applications, (b) all patent applications derived from or claiming priority from the foregoing patent applications (a), including divisionals, continuations, continuations-in-part, converted provisionals, and continued prosecution applications, (c) any and all patents that have issued or been granted or in the future issue or are granted from the foregoing patent applications ((a) and (b)), including without limitation patentsfor inventions, utility models, petty patents, design patents and certificates of invention, (d) any and all reissues, re-examinations, revalidations, confirmations, restorations or extensions, including any patent term extensions, supplementary protection certificates and the like of the foregoing patents or patent applications ((a), (b) and (c)).

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“Phase I”	means, with respect to the Product, a clinical study identified as a Phase I Study in the Development Plan and conducted in humans on a pharmaceutical product with the primary purpose of determining safety, metabolism and pharmacokinetic properties, and clinical pharmacology of such pharmaceutical product, and that is consistent with 21 C.F.R. § 312.21(a) and/or, as applicable, other comparable Laws.
“Phase II”	means, with respect to the Product, a clinical study identified as a Phase II Study in the Development Plan and conducted in human patients designed to evaluate clinical efficacy and safety for such product for one or more indications and that is consistent with 21 C.F.R. § 312.21(b) and/or, as applicable, other comparable Laws.
“Phase III”	means, with respect to the Product, a clinical study identified as a Phase III Study in the Development Plan and conducted as a pivotal trial for purposes of filing an Marketing Authorisation application for the Product that provides for the clinical study of such Product on sufficient numbers of patients to confirm with statistical significance the efficacy, and confirm the safety of such Product sufficient to support such MAA for such Product, and is consistent with 21 C.F.R. § 312.21(c) and/or, as applicable, other comparable Laws.
“Phase IV”	means a human clinical trial of a product that is not included in the original NDA submission for such product for an indication, but is required to obtain or maintain the approval by a competent Regulatory Authority of the NDA for such product for such indication, including studies conducted to fulfil commitments made as a condition of NDA approval or any subsequent human clinical trials requested or required by a competent Regulatory Authority as a condition of maintaining such approval.
“Price and Reimbursement Approval”	means the approval of the price and the reimbursement category (where relevant) for the Product and/or Optional Product as established from time to time by the relevant Regulatory Authority in the applicable country in the Territory.

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“Product”	means a pharmaceutical product (including any future formulation), which contains only Olmesartan plus Rosuvastatin fixed dose combination (FDC) or its new formula, including but not limited to any modifications or update, for HTN.
“Optional Product” “Post Approval Studies”	means a pharmaceutical product (including any future formulation), which contains only Olmesartan plus Rosuvastatin fixed dose combination (FDC) to be used with Therapeutic Drug Monitoring (TDM)for recalcitrant or resistant HTN.  All Intellecture Properties of TDM are exclusively owned by AUTOTELIC, and AUTOTELIC will grant a royalty bearing non-exclusive license to use in conjunction with the a pharmaceutical product (including any future formulation), which contains only Olmesartan plus Rosuvastatin fixed dose combination (FDC). means a human clinical study, or other test or study with respect to a product for an indication that (a) is conducted solely in support of pricing or reimbursement for such product in the Territory or (b) is not required to obtain or maintain Marketing Authorization for such product for such indication (for clarity, any human clinical study that is intended to expand the label for a product shall be a Clinical Trial).  Subject to the foregoing, Post Approval Studies may include epidemiological studies, modelling and pharmacoeconomic studies, post-marketing surveillance studies, investigator sponsored studies and health economics studies, but shall exclude Phase IV Clinical Trials.
“Regulatory Authority”	means any applicable international, supra-national, federal, national, regional, state, provincial or local regulatory agencies, departments, bureaus, commissions, councils or other government entities regulating or otherwise exercising authority with respect to the Development, Manufacturing and Commercialization of the Product and/or Optional Product.

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“Regulatory Dossier”	means in relation to the Product and/or Optional Product, the technical registration dossier produced in relation to that Product and/or Optional Product (including any and all information, processes, techniques, data and Intellectual Property Rights) in an electronic format which allows for compilation into the relevant country format according to the regulatory requirements necessary to obtain and maintain Marketing Authorizations for the relevant Product in any country in the Territory and outside of the Territory.
“Regulatory Documentation”	means, with respect to the Product and/or Optional Product, all Regulatory filings and supporting documents created, submitted to a Regulatory authority, and all data contained therein, including, without limitation, any investigator’s brochures, study protocols, DMF (Drug Master File), correspondence to and from a Regulatory Authority, minutes from teleconferences with Regulatory Authorities, registrations and licences, regulatory drug lists, advertising and promotion documents shared with Regulatory Authorities, adverse event files, complaint files and manufacturing records.
“Senior Representatives”	means the DAEWOONG Senior Representative and the STOCOSIL Senior Representative.
“Specifications” “Sponsor”	means the technical specifications for the Product  to be included in the relevant Quality Agreement. means Autotelic, LLC, Autotelic, Inc. and its shareholders or members currently  who own the majority shares of common stocks of Stocosil, Inc. And they will provide necessary capital and services until Stocosil is able to operate as a stand-alone company.  For the purpose of this Agreement, Autotelic, LLC and Autotelic, Inc. will assume all of Stocosil Inc.’s responsibilities, obligations, and liabilities until Stocosil Inc. successfully raises total of $20 million in equity.
“Step-In Rights”	has the meaning given in Clause 4.5 and 6.3.

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“Supply Price”	means, in respect of the Product Manufactured and supplied by DAEWOONG to STOCOSIL pursuant to the Manufacturing and Supply Agreement, the price paid or payable by STOCOSIL for such Product under the Manufacturing and Supply Agreement, which is Cost of Goods plus 50%..
“Term”	means the term of this Agreement as set out in Clause 3.
“Territory” 2.8.0	means the United States, Canada, Australia, Japan, Taiwan, and part of Latin American countries of which DAEWOONG are not currently marketing and/or have no plan to market the Product and/or Optional Product in the future.
“Third Party”	means a person other than STOCOSIL, AUTOTELIC, DAEWOONG or their respective Affiliates.
“Trade Mark(s)”	means in relation to any Party, registered and unregistered trademarks, including, inter alia, words and logos, and any applications for registration thereof, and any Intellectual Property rights residing in such trade marks owned and/or used by that Party and/or its Affiliates and which are used in relation to the Product and/or Optional Product.
“Valid Claim”	means a claim of any issued, unexpired Patent owned or Controlled by STOCOSIL that shall not have lapsed, been cancelled or abandoned, been donated to the public, finally disclaimed, nor held finally invalid or unenforceable by a court of competent jurisdiction in an unappealed or unappealable decision and where the claim relates to composition of matter or method of use of the Product and/or Optional Product.
“VAT" 2.8.1	means the value added taxes imposed by tax authority of each country of the Territory and outside of the Territory of which the Product and/or Optional Product are being marketed.
“Waste”	means any unwanted substance including regulated waste, non product waste (such as packaging) and manufacturing waste (such as scrap material in factories), irrespective of whether it is capable of being recycled or recovered or has any value.

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1.2            In this Agreement:

1.2.1           unless the context otherwise requires, all references to a particular clause or schedule shall be a reference to that clause or schedule in or to this Agreement as it may be amended from time to time pursuant to this Agreement;

1.2.2           the headings are inserted for convenience only and shall be ignored in construing this Agreement; unless the contrary intention appears, words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa;

1.2.3           any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, unincorporated associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal personality) and any agency of any of the above;

1.2.4           any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5           any reference to a statute, statutory provision or subordinate legislation (legislation) (except where the context otherwise requires) (i) shall be deemed to include any by-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (ii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time;

1.2.6           any reference to a Party includes a reference to their respective successors-in-title and permitted assignees, including licensees.

2. GRANT OF RIGHTS

2.1 Grants to STOCOSIL

2.1.1           Subject to the terms and conditions of this Agreement, DAEWOONG hereby grants to STOCOSIL, and STOCOSIL hereby accepts:

(a) During the Term of Agreement, DAEWOONG grants STOCOSIL and its designated Affilate(s)  for the development and commercialization of the Product and Optional Product,  an exclusive right to register, import, promote, market, distribute (including through tiers of distributors), offer for sale, sell, have sold and otherwise commercialize the Product and Optional Product in the Territory below during the term of this Agreement.

(b) an exclusive license (with the right to grant sub-license, as provided in Clause 2.3) under DAEWOONG Background IP, DAEWOONG’s Confidential Information, DAEWOONG’s Know-How and DAEWOONG Arising IP to (a) Develop,and Commercialize the Product and/or Optional Product in the Territory; (b) seek and obtain Regulatory Approvals for the Product and/or Optional Product in the Territory, and (c) use and reference, with the right to grant sublicenses, as provided in Clause 2.3, the DAEWOONG Regulatory Dossier; provided, however, DAEWOONG shall retain the right to practice or use the DAEWOONG Background IP, DAEWOONG’s Confidential Information, DAEWOONG’s Know-How and DAEWOONG Arising IP as may be necessary to conduct its Development obligations under the Development Plan in accordance with the terms and conditions of this Agreement.  For the avoidance of doubt, the items under discussion are  specific to the Product ie. formulation patent(s) for Product and/or Optional Product.

(c)           a non-exclusive, royalty-free licence (with the right to grant sub-licenses, as provided in Clause 2.3) to DAEWOONG Background IP, DAEWOONG Arising IP, DAEWOONG Confidential Information, and DAEWOONG Know-How, solely for the performance of “its obligations”, defined below, under this Agreement and in accordance with a Development Plan.   For the avoidance of doubt, “its obligations” means any obligation not specificly to the Product ie. formulation patent(s) for FDC in general and not specific to Product and/or Optional Product.

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2.1.2           STOCOSIL shall own and retain all right, title and interest in and to the Product Regulatory Documentation and the Optional Product Regulatory Documentation (including Regulatory Authorization with respect to a Product), as well as all Clinical Trial data in the Territory.  Without limitation to any other term or condition of this Agreement, DAEWOONG shall promptly (a) deliver to STOCOSIL in writing, and shall cause its Affiliates to so deliver, any Product Regulatory Documentation, the Optional Product Regulatory Documentation and Clinical Trial data, and (ii), without additional consideration, assign and transfer, and cause its Affiliates to so assign and transfer, to STOCOSIL (or its Affiliate or other designee) all of their respective rights, titles and interests in and to such Product Regulatory Documentation, the Optional Product Regulatory Documentation and Clinical Trial data in the Territory.  For the avoidance of doubt, DAEWOONG will transfer any Regulatory Documentation that currently exists upon executing this Agreement and as soon as possible with respect to any new Regulatory Documentation or data generated thereafter.

2.2 Grants to DAEWOONG

2.2.1 Subject to the terms and conditions of this Agreement, AUTOTELIC and/or STOCOSIL hereby grants to DAEWOONG, and DAEWOONG hereby accepts:

(a)           an exclusive and royalty bearing access (with the right to grant sub-licenses, as provided in Clause 2.3) to the STOCOSIL’s Regulartory Dossier, STOCOSIL’s Regulatory Documentation, STOCOSIL and AUTOTELIC Background IP, STOCOSIL and AUTOTELIC Arising IP,  STOCOSIL’s Confidential Information, STOCOSIL’s and AUTOTELIC’s Know-How of the Product and/or Optional Product outside of the Territory in order to seek and obtain Regulatory Approvals and/or Marketing Authorization for the Product and/or Optional Product outside of the Territory, as required per Applicable Laws . For the avoidance of doubt, the items under discussion hereinwith are specificly to the Product and/or Optional Product such as TDM related IPs for treatment of resistant hypertension using ARBs.

(b)           a non-exclusive, royalty-free licence (with the right to grant sub-licenses, as provided in Clause 2.3) to STOCOSIL and AUTOTELIC Background IP, STOCOSIL and AUTOTELIC Arising IP, STOCOSIL’s Confidential Information, and STOCOSIL’s and AUTOTELIC’s Know-How, solely for the performance of DAEWOONG’S obligations under the Development Plan in accordance with this Agreement. For the avoidance of doubt, the items under discussion hereinwith are specificly to the Product or Optional Product such as TDM for improvement of therapeutics including but not exclusive to ARBs.

2.3           Sublicenses

2.3.1 Subject to Clause 5.3, STOCOSIL may sublicense any of its rights under this Agreement to Develop, Manufacture and Commercialize the Product and/or Optional Product in whole or in part to one or more of its Affiliates or any Third Party performing work under this Agreement, provided that the rights sublicensed to any Affiliate shall automatically terminated upon a change of control of such Affiliate in connection with which such Affiliate ceases to be an Affiliate of STOCOSIL, or in the event of a Third Party, its service agreement with STOCOSIL expires or is terminated.  Iin the event of Change in ownership or effective control, this Agreement shall remain in full force and effective with the acquirer and/or successor.

2.3.2 DAEWOONG may sublicense its right under this Agreement to Develop, Manufacture and Commercialize the Product and/or Optional Product outside the Territory in whole or in part to one or more of its Affiliates performing work under this Agreement, provided that the rights sublicensed or subcontracted to any Affiliate shall automatically terminate upon a change of control of such Affiliate in connection with which such Affiliate ceases to be an Affiliate of DAEWOONG.

2.3.3 Both Parties may sublicense its right under this Agreement to Develop, Manufacture and Commercialize the Product and/or Optional Product in whole or in part in appropriate Territories to one or more contract research organizations performing work under this Agreement, subject to prior a written consent from each other, such consent not to be unreasonably withheld. Both Parties shall have thirty (30) Business Days to review each other’s proposal.

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2.3.4           Each Party shall ensure that each of its Affiliates and sublicenses accepts and complies with all of the terms and conditions of this Agreement as if such Affiliates or sublicenses were a party to this Agreement and each Party shall be primarily liable for its Affiliates’ and sublicenses or subcontractors performance under this Agreement.

3. EFFECTIVE DATE AND TERM

3.1 Unless earlier terminated in accordance with Clause 18, this Agreement shall remain in full force from the Effective Date and shall remain in force for a period of ten (10) years from the First  date of Commerical Sale of the Optional Product in any country of the Territoryand thereafter shall be automatically renewed on an annual basis unless either Party gives a six (6) month notice to terminate the Agreement.

4. DEVELOPMENT

4.1 Initial Obligations by AUTOTELIC and STOCOSIL

4.1.1           AUTOTELIC and its majority shareholders or members have created and  own majority shares of common stocks of  a new legal entity, STOCOSIL, Inc. for the purpose of the Development and Commercialization of the Product and/or Optional Product in the Territory.

4.1.2           AUTOTELIC will fund STOCOSIL and provide necessary personnel, infrastructure, capabilities, and service to ensure the successful Development and Commercialization of the Product and/or Optional Product.

4.1.3           STOCOSIL with an assistance from AUTOTELIC will also be responsible for raising additional and necessary capital for such entity for  the purpose of the Development and Commercialization of the Product and/or Optional Product in the Territory.

4.2           Development Plan

4.2.1 Development of the Product and/or Optional Product shall be governed by a multi-year Development Plan, which shall be prepared by STOCOSIL, and shall set forth material anticipated Development activities and timelines until the date that the corresponding Product receives Regulatory Authorization in the countries in the Territory specified in such Development Plan.  Both Parties recognize that, in general, the Development Plans represent projections only and may be subject to change during the Development process and is not a guarantee that Marketing Authorization in any country is received in accordance with any timelines.

4.2.2           Diligence: Standards of Conduct

4.2.2.1                      With respect to the Product and Optional Product, the Parties agree to use Commercially Reasonable Efforts to undertake, and to bear the costs associated with, the key Development activities of the countries in the Territory and countries outside of the Territory.

4.2.2.2                      Each Party shall use Commercially Reasonable Efforts to develop the Product and/or Optional Product in accordance with timelines set out in the relevant Development Plans.

4.2.2.3                      The Parties shall conduct all of their respective activities in connection with this Agreement with reasonable skill and care in a good scientific manner, and in compliance in all material respects with all requirements of Applicable Laws, rules and regulations, and, to the extent applicable, all other requirements of GMP, GLP and current GCP.

4.2.2.4                      Both Parties acknowledge the importance of ensuring that the activities under this Agreement are undertaken in accordance with the following good data management practices:

(a) data being generated using sound scientific techniques and processes;

(b) data being accurately and reasonably contemporaneously recorded in accordance with good scientific practices by the persons responsible for conducting the research under this Agreement;

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(c) data being analysed appropriately without bias in accordance with good scientific practices; and

(d) data and results being stored securely and in a form which can be easily retrieved.

4.2.2.5                      The Parties agree to implement the necessary processes to ensure a close, co-operative working relationship in order to enable both Parties to fulfil their obligations under this Agreement.

4.2.2.6                      During the Term of this Agreement, each Party shall provide to the other Party all such Party’s Know-How (i.e., in case of DAEWOONG, DAEWOONG Know-How, and in the case of STOCOSIL, all STOCOSIL Know-How) and that has not previously been provided hereunder, in each case promptly upon request by the other Party.  The Party providing such Party’s Know-How shall provide the same in electronic form to the extent the same exists in electronic form, and shall provide copies as reasonably requested and an opportunity for the other Party or its designee to inspect (and copy) all other materials comprising such Know-How (including for example, original patient report forms and other original source data).  The Parties will cooperate and reasonably agree upon formats and procedures to facilitate the orderly and efficient exchange of the DAEWOONG Know-How and the STOCOSIL Know-How.

4.2.2.7                      The Parties acknowledge that the outcome and results of each Development Plan are uncertain; accordingly, neither Party guarantees any outcome thereof or otherwise warrants that any product, , including the Product or the Optional Product, will be successfully Developed as a result of a Development Plan.

4.3           Subcontracting

4.3.1           Either Party may subcontract with any Third Party to perform any of its obligations described above in Clause 4.2.2.1; provided that no such permitted subcontracting shall relieve such Party of any liability or obligation hereunder except to the extent they are satisfactorily performed by such subcontractor; provided further that such Party shall not subcontract any such obligations unless the agreement pursuant to which it engages any Third Party subcontractor (i) is consistent in all material respects with this Agreement, and (ii) contains terms obligating such subcontractor to comply with the confidentiality, intellectual property, and all other relevant provisions of this Agreement.

4.3.2           The Party that subcontracts with a Third Party shall be responsible for managing said Third Party.

4.4           Development Costs

4.4.1           The Development Costs of the Product and Optional Product in the Territory shall be entirely borne by STOCOSIL

4.4.2           The Development Costs of the Product and Optional Product outside of the Territory shall be entirely borne by DAEWOONG.

4.5 Step-In Rights at the Development Stage for DAEWOONG

4.5.1           Where STOCOSIL decides to permanently stop all Development of the Product and/or Optional Product in the Territory, it shall give written notice at any time to DAEWOONG of such fact setting out the countries to which the notice applies.  Upon receipt of such notice, DAEWOONG will have the option (“Step-In Rights”) to further Develop the Product and Optional Product (“Retained Product”) in such country (each, a “Retained Countries”) in the Territory.   If DAEWOONG exercises its Step-In Rights under this Clause:

(a) DAEWOONG shall reimburse STOCOSIL all Development Costs upto that point; and

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(b) STOCOSIL shall grant DAEWOONG an exclusive license, royalty-bearing under STOCOSIL Background IP, STOCOSIL Arising IP, STOCOSIL’s Confidential Information and STOCOSIL Know-How (with the right to grant sub-license, as provided in Clause 2.3) to make, have made, use, develop, sell, offer for sale and import the Retained Product in the Territory in the affected country or countries (except for the TDM owned by AUTOTELIC: but AUTOTELIC grants a non-exclusice license to use the TDM for the Optional Product of the Retained Product).  For the Product of the “Retained Product”, DAEWOONG will not pay any further royalty or any other profit sharing payments.  For the Optional Product of the “Retained Product”, DAEWOONG shall pay 5% of the annual Net Sales of the Optional Product as an annual royalty payment for the duration of this Agreement.

4.6           Step-In Rights at the Development Stage for STOCOSIL

4.6.1           Where DAEWOONG decides to permanently stop all Development of the Product and/or Optional Product outside the Territory, it shall give written notice at any time to STOCOSIL of such fact setting out the countries to which the notice applies.  Upon receipt of such notice, STOCOSIL will have the option (“Step-In Rights”) to further Develop the Retained Product.   If STOCOSIL exercises its Step-In Rights under this Clause:

(a) STOCOSIL shall reimburse DAEWOONG all Development Costs upto that point; and

(b) DAEWOONG shall grant STOCOSIL an exclusive license, royalty-free under DAEWOONG Background IP, DAEWOONG Arising IP, DAEWOONG’s Confidential Information and DAEWOONG Know-How (with the right to grant sub-license, as provided in Clause 2.3) to make, have made, use, develop, sell, offer for sale and import the Retained Product in Retained Countries outside of the Territory in the affected country or countries.  DAEWOONG will be the main manufacturer and supplier of the Retained Product (except for the TDM owned by AUTOTELIC) to STOCOSIL under the same terms and conditions of this Agreement.

5.           REGULATORY

5.1 The Parties shall work together to produce high quality regulatory files relating to the Product and Optional Product. Regulatory Dossiers and Regulatory Documentation relating to the Product and Optional Product shall be prepared by the Parties so as to meet the standards and all Applicable Law requirements in each countries of the Territory.  Nevertheless, DAEWOONG, or its affiliates, shall provide STOCOSIL all Regulatory Dossiers, Regulatory Documents and other related supporting documents it in order to support STOCOSIL for registration of the Product and/or Optional Product in the Territoy.

5.2 STOCOSIL shall be responsible for implementing all regulatory activities and all regulatory filings for each of the Product and/or Optional Product in the Territory in its own name and shall be the owner of all Marketing Authorisation, Regulatory Dossier and Regulatory Documentation other than as described in Clause 5.3 below.  For the avoidance of doubt, registration fee for such filing in the Territory shall be borne by STOCOSIL.

5.3 DAEWOONG shall be responsible for implementing all regulatory activities and all regulatory filings for each of the Product and/or Optional Product outside of the Territory in its own name and shall be the owner of all Marketing Authorisation, Regulator Dossier and Regulatory Documentation.  For the avoidance of doubt, registration fee for such filing outside of the Territory shall be borne by DAEWOONG.  The Parties shall work together to ensure a consistent global Regulatory strategy.

5.4 DAEWOONG shall provide, as soon as physically possible, access to STOCOSIL of DAEWOONG’s existing Product ownership of all Korean Marketing Authorization, Regulatory Dossier and Regulatory Documentation.

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5.5 STOCOSIL, under Step-in Rights, shall transfer to DAEWOONG as soon as possible after its decision to permanently stop  with the Development and/or Commercialization the Product and/or Optional Product in a particular country within the Territory, the ownership of the respective Marketing Authorisation, Regulatory Dossier and Regulatory Documentation. DAEWOONG, under Step-in Rights, shall transfer to STOCOSIL as soon as possible after its decision to permanently stop  with the Development and/or Commercialization the Product and/or Optional Product in a particular country outside the Territory, the ownership of the respective Marketing Authorisation, Regulatory Dossier and Regulatory Documentation.

5.6 DAEWOONG will not have ownership to the Regulatory Documentation generated by STOCOSIL, unless it is transferred to DAEWOONG in accordance with Clause 5.5.  DAEWOONG will, however, have rights to access to such Regulatory Documentation to the extent necessary for DAEWOONG to obtain its Marketing Authorisation for the Product and/or Optional Product outside of the Territory.

5.7 STOCOSIL will not have ownership to the Regulatory Documentation generated by DAEWOONG, unless it is transferred to STOCOSIL in accordance with Clause 5.5.  STOCOSIL will, however, have access to such Regulatory Documentation to the extent necessary for STOCOSIL to obtain its Marketing Authorisation for the Product and/or Optional Product in the Territory.

5.8 Upon STOCOSIL’s request and at STOCOSIL’s expense (to the extent that it is necessary), DAEWOONG shall:

(a) provide appropriate expertise to assist STOCOSIL to fulfil its obligations under Clause 5.2;

(b) send appropriately qualified representatives to attend meetings with any Regulatory Authority in the Territory;

(c) support STOCOSIL in replying to regulatory queries related to CMC and GMP; and

(d) support STOCOSIL in cGMP audits by Regulatory Authorities.

5.9 Upon DAEWOONG’s request and at DAEWOONG’s expense  (to the extent that it is necessary), STOCOSIL shall:

(a) provide appropriate expertise to assist DAEWOONG to fulfil its obligations under Clause 5.3; and

(b) send appropriately qualified representatives to attend meetings with any Regulatory Authority outside of the Territory.

5.10 Each Party shall maintain, or cause to be maintained, records of its respective Development activities in sufficient detail and in good scientific manner appropriate for Patent and Regulatory purposes, which shall be complete and accurate and shall fully and properly reflect all work done and results achieved in the performance of its respective Development activities, and which shall be retained by such Party for at least five (5) years after the expiration or termination of this Agreement, or for such longer period as may be required by Applicable Law.  Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect and copy any such records, except to the extent that a Party reasonably determines that such records contain Confidential Information that is not licensed to the other Party, or to which the other Party does not otherwise have a right of access hereunder.

5.11 In the event of a dispute with respect to the content of any regulatory filing or Regulatory Dossier, Regulatory Documentation, Product labelling, or the decision to file a drug approval application, the dispute will be resolved amicably.  If there is no resolution, STOCOSIL will have the final decision making authority with respect to the Product and/or Optional Product in the Territory, and DAEWOONG will have the final decision making authority with respect to the Product and/or Optional Product outside of the Territory.

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5.12 Each Party agrees to share relevant information in order to promote successful Development and Commercialization of the Product and Optional Product within the Territory as well as outside of the Territory.  Each Party shall promptly notify each other of relevant information.

6.           COMMERCIALIZATION

6.1           Commercialization of the Product and/or Optional Product

6.1.1 It is hereby agreed that:

(a) subject to Clause 2.1, STOCOSIL shall have the sole and exclusive right to Commercialize the Product and/or Optional Product either itself or through its Affiliates and/or Third Parties in the Territory;

(b) subject to Clause 2.2,  DAEWOONG shall have the sole and exclusive right to Commercialize the Product and/or Optional Product either itself or through its Affiliates and/or Third Parties outside of the Territory.

(c) STOCOSIL shall Commercialize the Product using a name and trade mark that is not the same as or confusingly similar to any name or DAEWOONG Trade Mark used/or owned by DAEWOONG or its Affiliates.

(d) DAEWOONG shall Commercialize the Product and/or the Optional Product using a name and trade mark that is not the same as or confusingly similar to any name or STOCOSIL Trade Mark used/or owned by STOCOSIL or its Affiliates.

6.1.2           STOCOSIL, at its sole expense and using Commercially Reasonable Efforts, shall be responsible for sales and marketing activities for the Product and/or Optional Product in the Territory, including responsibility for any decisions and negotiations with relevant governmental authorities and/or agencies regarding Price and Reimbursement Approval of the Product and/or Optional Product in the Territory.  STOCOSIL will sell, distribute, and book all sales of the Product and/or Optional Product in the Territory.

6.1.3           DAEWOONG, at its sole expense and using Commercially Reasonable Efforts, shall be responsible for sales and marketing activities for the Product and/or Optional Product in the Territory, including responsibility for any decisions and negotiations with relevant governmental authorities and/or agencies regarding Price and Reimbursement Approval of the Product and/or Optional Product outside of the Territory.  DAEWOONG will sell, distribute, and book all sales of the Product and/or Optional Product outside of the Territory.

6.2           Commercialization Obligations

6.2.1           Upon receipt of the Marketing Authorization with respect to each Product and/or Optional Product, subject to the terms of this Agreement, the Parties shall use Commercially Reasonable Efforts to Commercialize and Manufacture for commercial supply such Product and/or Optional Product to the extent provided for, and in accordance with, the relevant marketing plan and approved budget.   Each Party shall have the right to satisfy its diligence obligations under this Clause 6.2.1 through its Affiliates and permitted Third Parties, as the case may be.

6.3           Step-In Rights at the Commercialization Stage for DAEWOONG

6.3.1 Where STOCOSIL decides to permanently stop Commercialize the Product and/or Optional Product in a Country within the Territory, it shall give written notice promptly to DAEWOONG of  such fact setting out the countries to which the notice applies.  Upon receipt of such notice, DAEWOONG will have the option (“Step-In Rights) to further Commercialize such Products (each, a “Retained Product”) in such country (each, a “Retained Countries”).  In the event that DAEWOONG exercises its Step-In Rights under this Clause 6.3.1:

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(a) unless otherwise agreed with STOCOSIL, DAEWOONG agrees to Commercialize such Retained Products using a name and Trade Mark that it has come up with that is not the same as or confusingly similar to any name or STOCOSIL Trade Mark used and/or owned by STOCOSIL or its Affiliates;

(b) DAEWOONG shall pay to STOCOSIL an annual royalty payment equal to five percent (5%) of  the Product and seven percent (7%) of the Optional Product  of DAEWOONG’s Net Sales of such Retained Products in such Retained Countries.  For the avoidance of doubt, royalties are not based on Patents; and

(c) STOCOSIL shall transfer the Marketing Authorisation to the extent legally permissible to do so and DAEWOONG shall reimburse STOCOSIL all costs associated with the transfer of the Marketing Authorisation.

6.4           Step-In Rights at the Commercialization Stage for STOCOSIL

6.4.1           Where DAEWOONG decides to permanently stop Commercialize the Product and/or Optional Product in a country outside of the Territory, it shall give written notice promptly to STOCOSIL of  such fact setting out the countries to which the notice applies.  Upon receipt of such notice, STOCOSIL will have the option (“Step-In Rights”) to further Commercialize such Products (each, a “Retained Product”) in such country (each, a “Retained Countries”).  In the event that STOCOSIL exercises its Step-In Rights under this Clause 6.4.1:

(a) unless otherwise agreed with DAEWOONG, STOCOSIL agrees to Commercialize such Retained Products using a name and Trade Mark that it has come up with that is not the same as or confusingly similar to any name or DAEWOONG Trade Mark used and/or owned by DAEWOONG or its Affiliates;

(b) DAEWOONG will remain as the exclusive manufacturer and supplier of the Retained Products in the Retained Countries, except for the TDM owned by AUTOTELIC, for STOCOSIL under the same terms and conditions of this Agreement;

(c) DAEWOONG shall transfer the Marketing Authorisation to the extent legally permissible to do so and STOCOSIL shall reimburse DAEWOONG all costs associated with the transfer of the Marketing Authorisation and development costs associated with obtaining the Marketing Authorisation; and

(d) In order to avoid delay in commercialization of the Optional Product outside of the Territory, STOCOSIL and DAEWOONG will review the Development and Commercialization progress by DAEWOONG in countries outside of the Territory for the Product and Optional Product within six (6) month of obtaining an US FDA Marketing Authorizations for the Optional Product by STOCOSIL.  At that time, STOCOSIL and DAEWOONG will, in good faith, discuss and negotiate whether STOCOSIL should exercise its Step-In rights in countires outside of the Territory where DAEWOONG has not made “Substantial Progress” in obtaining the Marketing Authorizations for the Product.  “Substantial Progress” means DAEWOONG has already  submitted an application for (NDA equivalent) the Markeing Authorization in affected countries outside of the Territoy within 6 months.  Further, STOCOSIL will have an automatic right to exercise the Step-In right even without a written notice from DAEWOONG, if DAEWOONG has not obtained the Marketing Authorizations in the country(ies) outside of the Territory for the Product within two years an approved US FDA Marketing Authorization for the Optional Product by STOCOSIL.  Not withstanding the above statement, DAEWOONG will have an unlimited timeline to Develop and Commercialize the Product and the Optional Product in Korea, China, Vietnam, Indonesia, Thailand, and Philippines without triggering the automatic Step-In right by STOCOSIL.

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7.           NON-COMPETE

7.1 Neither Party shall Develop and Commercialize any Competiting Product with the Territory.

7.2 Further, neither party shall Develop and Commercialize any Competing Product within the Territory during the terms of this Agreement and three years thereafter the termination and/or expiration of this Agreement.

8.           SUPPLY, MANUFACTURING AND DELIVERY

8.1 Manufacture and supply of Products for Development

8.1.1 Subject to the terms and conditions determined in the relevant Development Plan, DAEWOONG shall Manufacture or have Manufactured all quantities of the Product required by STOCOSIL for use in the course of Development of the Product.  Without limiting the generality of the foregoing, DAEWOONG shall (subject to the relevant Development Plan):

(a) Manufacture (or have Manufactured) batches of the Product required for use in Clinical Trials, bioavailability studies and bioequivalence studies if necessary;

(b) Manufacture (or have Manufactured) suitable reference quantities of the Product for the purposes of Clinical Trials, bioavailability studies and bioequivalence studies (including any stability testing of the Product that may be required in connection with the Development of the Product);

(c) Manufacture (or have manufactured) any matching placebo required in connection with a Clinical Trial of the relevant Product; and

(d) Perform any stability testing required in connection with the Development of the Product.

8.1.2 DAEWOONG shall perform the activities contemplated by Clause 8.1.1 at the expenses of STOCOSIL.  For the avoidance of doubt, the expenses related in the Clause 8.1.1 will be added to the COGS of the Product for the purpose of executing the Development Plan by STOCOSIL.

8.1.3 Any Manufacture by DAEWOONG of the Product for Commercialization by STOCOSIL in the Territory shall be governed by, and performed under and in accordance with, the Manufacturing and Supply Agreement in the Schedule 1.

8.1.4 DAEWOONG shall supply the Product Manufactured pursuant to Clause 8.1.1 in a form ready for clinical trial packaging.  STOCOSIL shall be responsible for clinical trial packaging and distribution of the Product to investigator sites for any Clinical Trials.

8.1.5 DAEWOONG shall only be obliged to Manufacture and supply the Product and/or manufacture and supply matching placebo for Clinical Trials where such Product and/or matching placebois Manufactured (or, as the case may be, manufactured) at its own manufacturing site.  For the avoidance of doubt, if STOCOSIL requires that Clinical Trial supplies be Manufactured (and/or, in the case of a matching placebo, manufactured)at any non-DAEWOONG manufacturing site, then STOCOSIL shall pay the costs of such Manufacture (and/or manufacture) to the extent of the estimated costs to DAEWOONG of Manufacturing the same Product (and/or manufacturing the same matching placebo) in its own manufacturing site and STOCOSIL shall be responsible for any incremental costs of Manufacture (and/or, in the case of a matching placebo, manufacture) over-and-above such estimated costs.

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9. PAYMENTS

9.1           Milestone Payments

9.1.1           STOCOSIL will pay DAEWOONG a milestone payment of US $500,000 upon completion of the Clinical Trials and submission of NDA for the Product with the US FDA.

9.1.2           STOCOSIL will pay DAEWOONG a milestone payment of US $1,400,000 upon obtaining an approval from the US FDA for the Product.

9.1.3           STOCOSIL will pay DAEWOONG a milestone payment of US $3,000,000 upon obtaining an approval from the US FDA for the Optional Product.

9.1.4           Upon executing this AGREEMENT, STOCOSIL will grant an unvested warrant to DAEWOONG to purchase 500,000 shares of Stocosil Inc.’s Corporate Common Stock (“Founders Shares”) for $400.00.  DAEWOONG will pay STOCOSIL $1.00 for the unvested warrant.  The unvested warrant will be vested upon completion of the Clinical Trials and submission of NDA for the Product with the US FDA by STOCOSIL.  DAEWOONG will have five (5) years to exercise its warrant to purchase the Founders Shares once its warrant is vested.  STOCOSIL represents and warrants that it has legal authority and rights to issue the Founders Shares and limit issuing the Founders Shares to 5,000,000 shares. These shares are subjected to the usual dilution due to issuance of shares beyond the original 5,000,000 Founders Shares for the purpose of financing.  Accordingly, DAEWOONG’s warrant is to purchase 10% of the total Founders Shares already issued and/or to be issued.  Once DAEWOONG excercises its warrant, DAEWOONG agrees that the Founders Shares may not be traded prior to 365 days after the effective date of the registration statement filed by STOCOSIL  Further, STOCOSIL will register DAEWOONG’s Founders Shares if and when Stocosil, Inc. registers shares of any class of equity shareholders of Stocosil, Inc.

9.1.5           STOCOSIL will pay DAEWOONG a milestone payment of US $1,000,000 upon accumulation net sales of US $20,000,000 from the Product and Optional Product.

9.2           Royalties on Products

9.2.1           DAEWOONG shall pay STOCOSIL five percent (5%) royalty on Net Sales of the Productin Latin American countries where DAEWOONG will utilize STOCOSIL’s Regulatory Documentation , clinical and Regulatory Data and/or Dossier in order to obtain Marketing Authorization for such country.

9.2.2 DAEWOONG shall pay STOCOSIL seven percent (7%) royalty on Net Sales of the Optional Product outside of the Territory including Korea.

9.2.3           For clarity, royalty payments under this Agreement are not based on Patents or Trade Marks.

9.3           Accounting Procedures

Both Parties shall keep their financial records according to the generally accepted accounting practices (“GAAP”).  STOCOSIL will follow the US GAAP, and DAEWOONG will follow the Korean GAAP.

9.4           Records

Each Party shall keep (and shall ensure that its Affiliates shall keep) such records as are required to determine, in a manner consistent with applicable accountancy practices and this Agreement, the sums or credits due under this Agreement, including Development Costs, COGS, Net Sales, net profits, and net losses.  All such books, records and accounts shall be retained by such Party until the later of (a) three (3) years after the end of the period to which such books, records and accounts pertain and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.

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9.5           Audits

Each party will have the right, upon forty-five (45) days prior written notice and during normal business hours, through an independent third party representative (who will agree to be bound by confidentiality provisions to review and inspect the other party's books and records which relate to such other parties's operations under this Agreement including, but not limited to, records concerning Commercial Sales, Net Sales, Product Development Costs, sales presentations, and other costs.  An inspection shall not occur more than once in any consecutive two calendar years. The party whose records are being inspected may designate competitively sensitive information which the representative may not disclose to the other party, provided, however, that such designation shall not encompass the representative's conclusions. Such representative shall only report inaccuracies in amounts payable under this Agreement. With respect to inspection of STOCOSIL’s or designated Affiliate books and records, DAEWOONG may request that an independent auditor familiar with STOCOSIL record keeping systems be present at the inspection to assist DAEWOONG auditor in using STOCOSIL’s internal record management system. Likewise, with respect to inspection of DAEWOONG books and records, STOCOSIL may request that an independent auditor familiar with DAEWOONG's record keeping systems be present at the inspection to assist STOCOSIL auditor in using DAEWOONG's internal record management system. Each party shall bear the costs and expenses of its representative for inspections conducted under this Section, unless a variation or error producing an underpayment in amounts payable exceeding 5% of the amount paid for any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be paid or credited as appropriate by the party in whose favor the deviation occurred. When a variation or error producing an underpayment in amounts payable exceeding 5% of the amount paid for any period covered by the inspection, such underpayment will be treated as late payment and will be handled according to the Clause 9.6.8.  This Section will survive the expiration or the termination of the Agreement for a period of two (2) years.

9.6           General Payment Terms

9.6.1 STOCOSIL shall pay each milestone payment within 30 days of each vesting milestone event.

9.6.2 STOCOSIL is required to open a LC prior to the shipment and the payment will be made from the bank on the 45th day or within 45 days of the shipment.

9.6.3 DAEWOONG will pay appropriate royalty payments within 45 days of each Calendar Quarter.

9.6.4 During the Term, DAEWOONG shall furnish to STOCOSIL a written report within forty-five (45) days after the end of each Calendar Quarter showing (i) Net Sales during such Calendar Quarter, (ii) the calculation of royalties for such Calendar Quarter, (iii) withholding taxes, if any, required by Applicable Law to be deducted (the “Royalty Report”).

9.6.5 Payments under this Agreement made by a Party (the “Payor”) to the other Party (the “Payee”) shall be made in US Dollar and shall be effected by immediate bank transfer into such account as may be designated by the Payee to the Payor by notice in writing.   All costs, bank charges or other related fees shall be borne by the Payor.

9.6.6 Any tax paid or required to be withheld by the Payor for the benefit of the Payee on account of any payments payable to the Payee under this Agreement shall be deducted from the amount of royalties or other payments otherwise due.  The Payor shall secure and send to the Payee proof of any such taxes withheld and paid by the Payor for the benefit of the Payee, and shall, at the Payee’s request, provide reasonable assistance to the Payee in claiming exemption from such deductions or withholdings under any applicable double taxation or similar agreement or treaty.

9.6.7 All amounts referenced under this Agreement are exclusive of any VAT or similar taxes and payments hereunder shall be made without deduction for such taxes.  Accordingly, if any VAT or similar tax is due with respect to such a payment, such tax shall be payable in addition to the amounts set out under this Agreement.

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9.6.8 Any payments or portions thereof due under this Agreement which are not paid when due shall bear interest equal to the lesser of the average one-month London Inter-Bank Offering Rate (LIBOR) for Pounds Sterling, as reported in the Financial Times, on the due date (or, if the due date is not a Business Day, on the last Business Day prior to such due date), or the maximum rate permitted by applicable law, in each case calculated on the number of days such payment is delinquent.  This Clause 9.6.8 shall in no way limit any other remedies available to either Party.  Notwithstanding the foregoing: (a) in the event that any payment, or portion thereof, is disputed in good faith by the debtor, any subsequent settlement payment related to that dispute shall not include interest thereon; and (b) the Party due to make such payment shall not be liable to pay interest in the event that: (i) any payments are disputed or subject to resolution of interpretation of the terms hereof; (ii) payment has been delayed for reasons without the control of the Party due to receive payment (including without limitation due to invalid or late changes to bank details and non-compliant invoices); and (iii) the Party due to receive payment has not responded to genuine questions or queries from the Party due to make payment.

9.6.9 If any currency conversion shall be required in connection with the calculation of amounts payable hereunder, such conversion shall be made using the average exchange rates as calculated and utilised by the Payor’s group reporting system and as consistently applied in its external reporting.  As of the date of this Agreement, the method utilised by STOCOSIL’s group reporting system uses spot exchange rates sourced from Reuters/Bloomberg and, if such method is changed during the term of this Agreement, STOCOSIL will provide the DAEWOONG with written notice of the revised method.

10.           INTELLECTUAL PROPERTY RIGHTS

10.1           Ownership of Intellectual Property Rights

10.1.1           Each Party shall own all inventions created solely by its or its Affiliates employees during the conduct of the collaboration under this Agreementand shall jointly own all Inventions jointly invented by employees of DAEWOONG and/or its Affiliates on the one hand and STOCOSIL and/or its Affiliates on the other.  The inventorship shall be determined in accordance with United States patent laws. To clarify, inventorship and assignment of inventions will be accord to those who conceived the invention.  STOCOSIL will be aggressively pursue patent protection for the Product and Optional Product aacording to the US Patent and Inventorship laws.

10.1.2           STOCOSIL will have exclusive ownership to any and all STOCOSIL Arising IP.  DAEWOONG acknowledges that all right, title and interest in STOCOSIL Arising IP, STOCOSIL Background IP, STOCOSIL’s Confidential Information, all inventions and improvements which use, reference or relate to TDM, STOCOSIL Background IP, STOCOSIL’s Confidential Information, shall remain the sole property of STOCOSIL.  DAEWOONG will have exclusive ownership to any and all DAEWOONG Arising IP.  STOCOSIL acknowledges that all rights, title and interest in DAEWOONG Arising IP shall remain the sole property of DAEWOONG.

10.1.3           At the request of STOCOSIL, and with further payment of the reimbursement of its reasonable costs, DAEWOONG shall execute, and (if required) shall procure that its agents, Employees and contractors shall execute, any such assignment or other document as may be necessary or desirable or required by STOCOSIL (or its nominee) to perfect the vesting and assignment of STOCOSIL Arising IP.

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10.2           Maintenance and Patent Prosecution

10.2.1           DAEWOONG shall be responsible for preparing, filing, prosecuting and maintaining all DAEWOONG Background IP which are relevant to any Product.  DAEWOONG shall consult with STOCOSIL and consider in good faith any input from STOCOSIL with respect to such preparation, filing, prosecution and maintenance.  If DAEWOONG chooses not to proceed with the prosecution or maintenance of any DAEWOONG Background IP, STOCOSIL shall have the option, but not the obligation, to require an assignment of the relevant DAEWOONG Background IP from DAEWOONG to it.

10.2.2           STOCOSIL shall be responsible for preparing, filing, prosecuting and maintaining all STOCOSIL Background IP which are relevant to any Product.  STOCOSIL shall consult with DAEWOONG and consider in good faith any input from DAEWOONG with respect to such preparation, filing, prosecution and maintenance.  If STOCOSIL chooses not to proceed with the prosecution or maintenance of any STOCOSIL Background IP, subject to approval by the Joint Steering Committee, DAEWOONG shall have the option, but not the obligation, to require an assignment of the relevant STOCOSIL Background IP from STOCOSIL to it.

10.2.3           STOCOSIL shall be responsible for preparing, filing, prosecuting and maintaining of all STOCOSIL Arising IP created during the collaboration under this Agreement owned solely by STOCOSIL.  STOCOSIL shall consult with DAEWOONG and consider in good faith any input from DAEWOONG with respect to such preparation, filing, prosecution and maintenance.  If STOCOSIL chooses not to proceed with the prosecution or maintenance of any STOCOSIL Arising IP, subject to approval by the Joint Steering Committee, DAEWOONG shall have the option, but not the obligation, to require an assignment of the relevant STOCOSIL Arising IP from STOCOSIL to it.

10.2.4           DAEWOONG shall be responsible for preparing, filing, prosecuting and maintaining of DAEWOONG Arising IP created during the collaboration under this Agreement owned solely by DAEWOONG.  DAEWOONG shall consult with STOCOSIL and consider in good faith any input from STOCOSIL with respect to such preparation, filing, prosecution and maintenance.  If DAEWOONG chooses not to proceed with the prosecution or maintenance of any DAEWOONG Arising IP, subject to approval by the Joint Steering Committee, STOCOSIL shall have the option, but not the obligation, to require an assignment of the relevant DAEWOONG Arising IP from DAEWOONG to it.

10.2.5           In respect of inventions created during the collaboration under this Agreement owned jointly by DAEWOONG and STOCOSIL (“Joint IP”), the Senior Representatives of both Parties shall decide who shall be responsible for preparing, filing, prosecuting and maintaining all Patent applications and patents relating thereto. The Party responsible shall consult with the other Party and consider in good faith any input from the other Party with respect to such preparation, filing, prosecution and maintenance.  If the Party responsible chooses not to proceed with the prosecution or maintenance of any Intellectual Property Rights, subject to approval by the Steering Committee, the other Party shall have the option but not the obligation to require an assignment of the relevant Intellectual Property Rights from the Party responsible to the other Party.

10.2.6           STOCOSIL shall have the first right, but not the obligation, to enforce and defend any claims arising under or in respect of STOCOSIL Background IP, STOCOSIL Arising IP and/or Joint IP, at its own cost and control.  STOCOSIL will consult with DAEWOONG on such enforcement or defence strategy and keep DAEWOONG fully informed on the progress thereof.  In the event that STOCOSIL elects not to pursue any infringer of the foregoing intellectual property rights in any country where STOCOSIL has decided not to Commercialize the relevant Product under the terms of this Agreement and DAEWOONG has decided to Commercialize, DAEWOONG shall have the right, but not the obligation, to enforce and defend such right where it is legally permitted to do so.  The Party bringing action under this Clause 11.2.6 shall be entitled to recover its legal costs from any recoveries or remedies arising from such litigation, after which 75 per cent of the balance of any recoveries or remedies shall be retained by the Party bringing the action with the remaining amount being paid to the other Party.

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10.2.7           DAEWOONG shall have the first right, but not the obligation, to enforce and defend any claims arising under or in respect of DAEWOONG Background IP and/or DAEWOONG Arising IP, at its own cost and control.  DAEWOONG will consult with STOCOSIL on such enforcement or defence strategy and keep STOCOSIL fully informed on the progress thereof.  In the event that DAEWOONG elects not to pursue any infringement of the foregoing intellectual property rights in any country where STOCOSIL is Commercializing the relevant Product under the terms of this Agreement, STOCOSIL shall have the right, but not the obligation, to enforce and defend such right where it is legally permitted to do so.  The Party bringing action under this article 11.2.7 shall be entitled to recover its legal costs from any recoveries or remedies arising from such litigation, after which 75 per cent of the balance of any recoveries or remedies shall be retained by the Party bringing the action with the remaining amount being paid to the other Party.

10.2.8           STOCOSIL shall be responsible for defending at its own cost and control against third party claims of infringement of that third party’s patent with respect to the Product in any country in the Territory where STOCOSIL chooses to register and market that Optional Product. Each Party is responsible for defending at its own cost and control against Third Party claims of infringement of that Third Party’s patent(s) with respect to the Product.  To clarify, DAEWOONG is responsible for defense against Third Party claims of infringement by DAEWOONG Product- namely Olostar; STOCOSIL is responsible for defense against Third Party claims of infringement by STOCOSIL Product- namely TDM device and/or TDM Device/Drug combination for treatment of resistant-HTN.

10.2.9           DAEWOONG and STOCOSIL shall discuss in good faith patent term extensions and the listing of patents in the FDA Orange Book and related options or obligations in other countries.

10.3           Trade Marks

10.3.1           Selection, Maintenance and Prosecution of the STOCOSIL Trade Marks

10.3.1.1                      STOCOSIL shall be responsible for the selection, registration, defense and maintenance of the STOCOSIL Trade Marks under which STOCOSIL will market all Products and/or Optional Product in the Territory, as well as all expenses associated therewith.  STOCOSIL shall own all STOCOSIL Trade Marks and any domain names incorporating such STOCOSIL Trade Marks used by STOCOSIL in connection with the Development, Manufacturing and Commercialization of Products and/or Optional Product under this Agreement and all goodwill associated therewith, DAEWOONG shall not have, assert or acquire any right, title or interest in or to any of the STOCOSIL Trade Marks.  In the event that DAEWOONG acquires any rights in the STOCOSIL Trade Marks in connection with DAEWOONG’s activities pursuant to this Agreement, DAEWOONG will assign, and hereby does assign, to STOCOSIL or STOCOSIL’s Affiliates all such rights, including any related goodwill.

10.3.1.2 STOCOSIL (or its Affiliate) shall have the sole right to enforce and defend for the STOCOSIL Trade Marks in the Territory, including (a) defending against any alleged, threatened or actual claim by a Third Party that the use of the STOCOSIL Trade Marks infringes, dilutes or misappropriates any Trademark of that Third Party or constitutes unfair trade practices or any other like offense, or any other claims as may be brought by a Third Party against a Party in connection with the use of or relating to any STOCOSIL’S Trade Mark with respect to the Product and/or Optional Product, and (b) taking such action as STOCOSIL deems necessary against a Third Party based on any alleged, threatened or actual infringement, dilution or misappropriation of, or unfair trade practices or any other like offense relating to, any STOCOSIL’S Trade Mark by a Third Party. Any costs and expenses allocable to an enforcement action or defense commenced pursuant to this Clause shall be at STOCOSIL expense.

10.3.1.3                      DAEWOONG  shall not at any time during the Term do, or knowingly allow to be done, any act or thing which will in any way impair or diminish the rights of STOCOSIL in or to the STOCOSIL Trade Marks which are used by DAEWOONG  pursuant to this Agreement.  All goodwill and improved reputation generated by DAEWOONG’s use of the STOCOSIL Trade Marks shall inure to the benefit of STOCOSIL, and any use of the STOCOSIL Trade Marks by DAEWOONG shall cease at the end of the Term.

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10.3.1.4                      DAEWOONG will not contest the ownership of the STOCOSIL Trade Marks, their validity, or the validity of any registration therefor during the Term or thereafter.  Each Party undertakes not to have registered and/or not to use any marks that are confusingly similar to the marks of the other Party used pursuant to this Agreement (including, in the case of STOCOSIL, the STOCOSIL Trade Marks and, in the case of DAEWOONG, the DAEWOONG Trademarks).

11.           CONFIDENTIALITY AND PUBLICATIONS

11.1           Confidentiality

11.1.1           Each Party shall maintain Confidential Information as confidential at all times, and shall:

(a) keep confidential all such Confidential Information of the other Party (the “Protected Party”) and shall not (except as expressly permitted by this Agreement or by the Protected Party in writing) disclose such Confidential Information, make copies of material, media or software containing such Confidential Information or otherwise use such information except as permitted pursuant to this Agreement;

(b) safeguard such Confidential Information and comply with any reasonable security requirements specified by the Protected Party from time to time, including, where STOCOSIL is the Protected Party;

(c) implement rigorous security practices against any unauthorised copying, use, disclosure, access, alteration, damage, destruction or loss of such Confidential Information;

(d) immediately notify the Protected Party if it suspects or becomes aware of any unauthorised copying, use, disclosure, access, damage, destruction or loss in any form of any of such Confidential Information;

(e) take all reasonable steps to enforce against any Third Party (and to assist the other Party to so enforce) any obligation of confidence imposed or required to be imposed by this Agreement; and

(f) do all things, execute all documents and give all assistance reasonably required by the Protected Party to enforce any obligation of confidence imposed or required to be imposed by this Agreement.

11.1.2           Nothing in this Agreement shall prohibit the use, copying or disclosure by DAEWOONG or STOCOSIL, as the case may be, to the extent that:

(a) such Confidential Information has been placed in the public domain other than through such Party’s fault or that of a person who was provided with the information by such Party;

(b) such Confidential Information has been independently developed by such Party or its Affiliates without reference to the protected Party’s Confidential Information;

(c) the other Party has approved in writing the particular use or disclosure of such Confidential Information;

(d) such Confidential Information is already known by such Party without an obligation of confidentiality;

(e) such Confidential Information is independently or rightfully received from a Third Party without any obligation of confidence; or

(f) such disclosure is expressly required by law or otherwise by any relevant stock exchange or national or supranational governmental or Regulatory Body or court entitled by law to disclosure of the same, but only to the extent of or for the purpose of such demand or order, provided that such Party:

(i)      uses Commercially Reasonable Efforts to minimise any such disclosure or to assist the other Party to prevent or restrict the disclosure;

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(ii) gives the other Party prompt notice of such requirement to disclose to enable the other Party to seek an appropriate protective order; and

(iii) uses Commercially Reasonable Efforts to require the recipient of such Confidential Information to preserve the confidential nature of such Confidential Information once disclosed.

11.1.3           Each Party shall treat the negotiations and the terms of this Agreement as Confidential Information and only use and disclose them in accordance with this Clause.

11.1.4           The obligations with respect to Confidential Information disclosed under this Agreement shall survive the expiry or termination (for whatever reason) of this Agreement and continue for as long as such information remains Confidential Information.

11.1.5           Upon termination of this Agreement, in accordance with Clause 18, either Party may request the other to promptly return all or any specified part of the Confidential Information, all physical and written records containing or relating to the other Party’s Confidential Information. If requested by a Party, the other Party shall destroy or delete the Confidential Information in the manner specified by such Party promptly certify to the other Party in writing that it has done so, provided always that STOCOSIL shall not be required to return any part of DAEWOONG Confidential Information which STOCOSIL, and/or the Third Party are licensed or otherwise permitted to use after the termination date pursuant to this Agreement.

11.1.6           The Parties acknowledge that the breach of this Clause 11 by a Party may cause the other Party irreparable injury for which it would not have an adequate remedy at law.  In the event of a breach, the non-breaching Party may be entitled to injunctive relief in addition to any other remedies it may have at law or in equity.

11.1.7 DAEWOONG may use its Confidential Information outside the scope of this Agreement without restriction.  STOCOSIL may use its Confidential Information outside the scope of this Agreement without restriction.

11.2           Patient Information

           The Parties agree to abide (and to cause their respective Affiliates to abide), and to take (and to cause their respective Affiliates to take) all reasonable and appropriate actions to ensure that all Third Parties conducting or assisting with any clinical development activities hereunder in accordance with, and subject to the terms of, this Agreement, shall abide, to the extent applicable, by all Applicable Law concerning the confidentiality or protection of patient identifiable information and other patient’s protected health information, including data protection regulations within the Territory and outside of the Territory, in the course of their performance under this Agreement.

11.3 Publications

11.3.1           Neither Party or its Affiliates shall during the Term of this Agreement publish or publicly disclose the results of the Development activities conducted under this Agreement, without the prior written consent of the other Party, except as permitted in this Clause 11.3.1 and Clause 14.2 or otherwise required by Applicable Laws.  The Parties recognize that it may be useful or required to publish or publicly disclose the results of research and development work on any Product, and each Party (and its Affiliates and sublicensees) shall be free to publish or publicly disclose such results, subject to the prior review by the other Party for patentability and protection of its Confidential Information and subject to compliance with STOCOSIL’s Global Scientific Engagement as communicated to DAEWOONG from time to time.  The Party that desires to publish such results hereunder shall provide to the other Party a copy of such proposed abstract, manuscript, or presentation no less than thirty (30) Business Days prior to its intended submission for publication in the case of a manuscript and five (5) Business Days for other publications.  DAEWOONG shall submit the proposed abstract, manuscript or presentation to STOCOSIL by such means as STOCOSIL may specify in writing to DAEWOONG.  The reviewing Party shall respond in writing promptly and in no event later than twenty (20) Business Days after receipt of the proposed material in the case of a manuscript and three (3) Business days for other publications, with one or more of the following: (i) comments on the proposed material, which the publishing Party shall consider in good faith but have no obligation to accept; (ii) a specific statement of concern, based upon the need to seek patent protection or compliance with STOCOSIL’s principles and operating

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standards on scientific engagement; or (iii) an identification of the reviewing Party’s Confidential Information that is contained in the material reviewed.  In the event of concern over patent protection, the publishing Party agrees not to submit such publication or to make such presentation that contains such information until the reviewing Party is given a reasonable period of time (not to exceed a further forty five (45) Business Days) to seek patent protection for any material in such publication or presentation which it believes is patentable or to resolve any other issues.  Each Party shall ensure that any manuscript published in accordance with this Clause 11.3.1 shall in any event comply with the International Committee of Medical Journal Editors Uniform Requirements for Manuscripts Submitted to Biomedical Journals.  Any Confidential Information of such other Party shall be removed.

11.4           Announcements

11.4.1           The Parties shall not make or issue any public announcement, circular or disclosure in connection with the existence or the subject matter of this Agreement without the prior written approval of the other Party, such approval not unreasonably to be delayed or withheld.

11.4.2           The restriction in Clause 11.4.1 shall not apply to the extent that announcement or disclosure is required by law or by any stock exchange, governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the Party making the announcement or disclosure is subject, whether or not having the force of law.  Where any announcement or disclosure is made in reliance on this exception:

(a) the Party making the announcement or disclosure shall use its Commercially Reasonable Efforts to consult with the other Party in advance as to the form, content and timing of any such announcement or disclosure and shall take reasonable account of the other Party’s views;

(b) the announcement or disclosure shall contain the minimum (and no more than the minimum) necessary to comply with the relevant requirements; and

(c) such party shall have been advised by its external legal counsel that such announcement or disclosure is necessary to comply with the relevant requirements.

12.           PHARMACOVIGILENCE AND PRODUCT RECALLS

12.1 Pharmacovigilence

12.1.1 STOCOSIL shall be responsible for worldwide pharmacovigilance and will hold the Global Safety Data Sheet of the Product and Optional Product.  STOCOSIL will bear the pharmacovigilance costs.

12.1.2 All Phase II and Phase III Clinical Trials related to the Product and Optional Product will require STOCOSIL’s Global Safety Board approval.

12.1.3 Subject to the terms of this Agreement, as soon as practicable following the Effective Date, STOCOSIL and DAEWOONG (under the guidance of their respective pharmacovigilance departments, or equivalent thereof) shall identify and finalize the responsibilities the Parties shall employ to protect patients and promote their well-being in a separate Safety Data Exchange Agreement (“SDEA”). These responsibilities shall include mutually acceptable guidelines and procedures for the receipt, investigation, recordation, communication and exchange (as between the Parties) of safety information such as Adverse Events, pregnancy exposure, lack of efficacy, misuse/abuse, and any other information concerning the safety of the Product.  Such guidelines and procedures will be in accordance with, and enable the Parties and their Affiliates to fulfill, local and international regulatory reporting obligations to government authorities and other applicable Laws. Furthermore, such agreed procedures shall be consistent with relevant FDA and International Council for Harmonization (ICH) guidelines, except where said guidelines may conflict with existing local regulatory safety reporting requirements, in which case local reporting requirements shall prevail.  The SDEA shall provide that:  (i) STOCOSIL shall be responsible for all pharmacovigilance activities regarding the Product, including signal detection, medical surveillance, risk management, global medical literature review and monitoring, Adverse Event reporting and responses to regulatory authority requests or medical information enquiries and (ii) in the event DAEWOONG receives safety information regarding the Product, or information regarding any safety-related regulatory request or inquiry, DAEWOONG shall promptly notify STOCOSIL, but in no event later than three (3) Business Days, after it receives such safety information, regulatory authority request or query.

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12.1.4 Medical Information.  STOCOSIL shall respond to all reasonable requests for medical information.  Promptly after the Effective Date, the Parties shall establish procedures in accordance with the applicable portions of STOCOSIL’s processes and standard operating procedures, to enable DAEWOONG to send such requests to specific parties to enable prompt response to any medical inquiries.

12.1.5 Product Withdrawals and Recalls.In the event that either Party (a) becomes aware of an event, incident or circumstance that has occurred which may result in the need for a recall or other removal of the Product or any lot or lots thereof from the market; (b) becomes aware that a Regulatory Authority is threatening or has initiated an action to remove the Product from the market; (c) is required by any Regulatory Authority to distribute a “Dear Doctor” letter or its equivalent, regarding use of the Product; or (d) places a clinical trial for a Product on hold for clinical safety reasons, such Party shall promptly advise the other Party in writing with respect thereto, and shall provide to such other Party copies of all relevant correspondence, notices, and the like.  The holder of the Marketing Authorization (if any) for the Product shall have final authority to make all decisions relating to any recall, market withdrawal or other corrective action with respect to the Product in the jurisdiction covered by that Marketing Authorization and shall be responsible for conducting any recalls or taking such other remedial action, and each Party agrees, upon reasonable request by the Marketing Authorisation holder and at the expense of the Marketing Authorization holder, to assist with respect to such recalls or remedial actions.  STOCOSIL shall have final authority to make all decisions relating to any recall, withdrawal or other corrective action with respect to the Product in use in a Clinical Trial, and DAEWOONG agrees, upon reasonable request and notice by STOCOSIL and at the expense of STOCOSIL, to assist with respect to such recall, withdrawal or other corrective action.

12.1.6 In the event that (i) any recall, market withdrawal or other corrective action is (or may be) required in relation to the Product Manufactured and supplied by DAEWOONG to STOCOSIL pursuant to the Manufacturing and Supply Agreement and (ii) there is any conflict or inconsistency between the provisions of that Manufacturing and Supply Agreement and the provisions of Clause 12.1.6, the provisions of the Manufacturing and Supply Agreement shall, to the extent of such inconsistency or conflict, prevail.

13.           MEDICAL GOVERNANCE

13.1 It is agreed that where in a clinical study relating to the Product:

(a) the route of administration is to be changed;

(b) patient exposure is designed to be significantly increased beyond that of the originator molecules; and/or

(c) there is a high risk of drug on drug interactions (as assessed by STOCOSIL), no clinical studies shall be undertaken,

prior to commencement, such study shall be submitted to STOCOSIL’s Global Safety Board for review and comment.

13.2 In the event that the Parties do not agree with the comments of STOCOSIL’s Global Safety Board made following a referral to it under Clause 13.1, the decision as to whether the Clinical Trial in question shall proceed and on what terms shall be made in accordance with the provisions set out in Clause 4.2.

13.3 The Parties agree at all times to comply with the Global Scientific Principles and Standards and that in particular any publicity and marketing relating to the Products shall comply with such principles and standards.

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14.           CLINICAL TRIALS

14.1 Conduct of Clinical Trials

14.1.1 STOCOSIL shall be responsible for conducting and funding, in its sole direction, all Phase III Clinical Trials for the Product and/or Optional Product in the Territory.

14.1.2 Unless otherwise agreed by the Parties or required by Applicable Law, STOCOSIL shall own all data and reports related to Clinical Studies in the Territory.   All data, database information and safety reports from such Clinical Trials in the Territory for the Product and/or Optional Product shall be centralised and held by STOCOSIL with copies of such data, information or reports provided to DAEWOONG to the extent required as contemplated in this Agreement or the Development Plan to support application for Marketing Authorization outside of the Territory.

14.2 Clinical Trial Registry

14.2.1 To the extent required by Applicable Laws, STOCOSIL shall have the right at any time during and after the term of this Agreement to publish the results or summaries of results of all clinical trials conducted with respect to the Product and/or Optional Product in any clinical trial register maintained by STOCOSIL or its Affiliate and the protocols of clinical trials relating to such Product and/or Optional Product on www.ClinicalTrials.gov and/or in each case publish the results, summaries and/or protocols of clinical trials on such other websites and/or repositories and in a peer-reviewed journal within such timescales as required by law or STOCOSIL’s or its Affiliate’s standard operating procedures, irrespective of the outcome of such clinical trials.  Each such publication made in accordance with this Clause 14 shall not be a breach of the applicable confidentiality obligations set out in the Agreement and STOCOSIL shall be entitled to maintain such publication even following any termination of STOCOSIL’s rights in respect of the relevant Product and/or Optional Product.

14.2.2 DAEWOONG shall have the right to publish the results or summaries of results of all Clinical Trials conducted with respect to the Product and/or Optional Product outside of the Territory as allowed by Applicable Laws.  Prior to public disclosure or submission for publication of a proposed publication describing the results of any scientific or clinical activity relating to the Product and Optional Product outside of the Territory, DAEWOONG shall send STOCOSIL by expedited delivery a copy of the proposed publication to be submitted and shall allow STOCOSIL a reasonable time period (but no more than sixty (60) days from the date of confirmed receipt) in which to determine whether the proposed publication contains subject matter for which patent protection should be sought (prior to publication of such proposed publication) for the purpose of protecting an invention, or whether the proposed publication contains Confidential Information of STOCOSIL.  Following the expiration of applicable time period for review, DAEWOONG shall be free to submit such proposed publication for publication and publish or otherwise disclose to the public such scientific or clinical results.

15.           REPRESENTATIONS AND WARRANTIES

15.1           General Warranty.

Each Party warrants to the other that:

(a) it has the necessary right and authority to enter into this Agreement and that to the best of its knowledge the execution, performance and delivery of this Agreement will not conflict with any obligation to which any of the Parties is subject;

(b) it is carrying on its business in compliance with all Applicable Laws.

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15.2           Background IP.

Each Party hereby represent and warrants that:

(a) it has the title and/or right its Background IP and Know-How in relation to the Product and Optional Product and further that it has the title and/or right to grant the other the right to use such Background IP in accordance with the terms of this Agreement;

(b) to the best of its knowledge and reasonable belief as of the Effective Date there is no claim or litigation pending, or, threatened, concerning any infringement or alleged infringement of any Third Party’s valid and enforceable Intellectual Property Rights in relation to the Development, Manufacture or Commercialization of the Product and/or Optional Product.

15.3           DAEWOONG hereby represents and warrants to STOCOSIL that:

(a) the manufacturing site and all equipment, tooling and moulds utilized in the performance of the Development of the Product hereunder by DAEWOONG shall, during the Term of this Agreement, be maintained in good operating condition and shall be maintained and operated in accordance with all Applicable Laws.  The Manufacturing and storage operations, procedures and processes utilized in the Development and Manufacture and supply of the Products hereunder shall be in full compliance with all Applicable Laws, including GLP, GCP and cGMP and health and safety laws as necessary;

(b) it shall perform all of its obligations under this Agreement in full compliance with all Applicable Laws, including but not limited to those laws and regulations applicable to DAEWOONG’s environment, health and safety guidelines;

(c) all Waste, including but not limited to all Hazardous Waste, generated shall be disposed of in accordance with all Applicable Laws and regulations governing such matters in the Territory;

(d) it shall hold during the Term of this Agreement all licences (including any Manufacturing Licence), permits and similar authorizations required by statutory authority and any other Regulatory authority to perform its obligations under this Agreement;

(e) the Product supplied to STOCOSIL under this Agreement shall be produced and delivered in accordance with and shall be of the quality specified in and shall conform to, the Specifications, the Quality Agreement and Applicable Laws including, without limitation, GCP, GLP and GMP, and any other quality assurance requirements of STOCOSIL;

(f) it is able to pass good title to the API or Product supplied to STOCOSIL pursuant to this Agreement;

(g) the Product will not contain any Materials that has not been used, handled or stored in accordance with the relevant Quality Agreement, all Applicable Laws and any other quality assurance requirements of STOCOSIL;

(h) DAEWOONG shall at all times be responsible for all the DAEWOONG employees operating within its Manufacturing Site and all obligations with respect to such DAEWOONG employes(s) shall be discharged by DAEWOONG at its own cost without reference to STOCOSIL. It is hereby clarified that at no time shall STOCOSIL be deemed to have any nexus or responsibility towards the employee(s) of DAEWOONG; and

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(i)    it has never been and is not currently (i) an individual who has been debarred by the FDA pursuant to 21 U.S.C. 335a(a) or (b) from providing services in any capacity to a person that has an approved or pending drug product application, or an employer, employee or partner of such a debarred individual; or (ii) a corporation, partnership or association that has been debarred by FDA pursuant to 21 U.S.C. 335a(a) or (b) from submitting or assisting in the submission of a drug application, or a partner , shareholder, member, subsidiary, or Affiliate of a debarred entity. DAEWOONG has no reason to believe that any circumstances exist which may affect the accuracy of the foregoing representation, including without limitation any FDA investigations of, or debarment proceedings against Supplier or any other person or entity performing services or rendering assistance, which is in any way related to activities to be undertaken pursuant to this Agreement.  DAEWOONG shall immediately notify STOCOSIL in writing if DAEWOONG at any time during the Term of this Agreement, becomes aware of any such circumstances;

15.4            Environmental warranties and compliance

(a) DAEWOONG represents and warrants that to the best of its knowledge as of the Effective Date of this Agreement, there is no pending or likely governmental enforcement action or private claim against DAEWOONG regarding environmental matters that are reasonably likely to limit, impede or otherwise jeopardize DAEWOONG’s ability to meet its obligations under this Agreement;

15.5           DAEWOONG hereby represents and warrants to STOCOSIL that:

(a) the Product supplied hereunder shall conform to the Specifications and the requirements of the Marketing Authorisations relating thereto;

(b) the Product shall be Manufactured, quality controlled and packed in accordance with relevant GCP, GLP and cGMP, the Quality Agreement and Applicable Laws.

(c) it will convey good title to the Product supplied hereunder;

(d) it holds all necessary consents, authorizations, registrations, certificates, licences, approvals, permits, authorities or exemptions from any regulatory authority which are required to perform its obligations under this Agreement and has paid all fees due in relation to them and is not in breach of any conditions under them where such breach would be likely to have a material and adverse effect on its ability to perform its obligations under this Agreement;

(e) to the best of its knowledge it is not subject to any material administrative or governmental investigations, in respect of the Products and including without limitation any such investigation in relation to any Manufacturing Site; and

(f) as at the date of this Agreement other than as disclosed to STOCOSIL in writing to the best of its knowledge there is no claim or litigation pending or threatened, concerning any infringement or alleged infringement of any third party’s registered Intellectual Property including without limitation any granted or pending patents or pending patent applications in relation to the Manufacture, import, release after import, marketing, promotion, distribution, sale and use of the Products, including under any trade marks already submitted to any regulatory authority as part of a Marketing Authorisation (or application relating thereto) in relation to the Products and that the Manufacture, import, release after import, marketing, promotion, distribution, sale and use under this Agreement of such products will not infringe the registered Intellectual Property rights of any third party including without limitation any granted or pending patents or pending patent applications and including in respect of the proposed or actual use of any trade marks already submitted to any regulatory authority as part of a Marketing Authorisation (or application relating thereto) in relation to the Products.

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15.6           Each Party hereby undertakes that:

(a) it shall, and shall procure that its Affiliates and sublicensees shall, observe all Applicable Laws, including the terms of the relevant Marketing Authorizations, in relation to its Commercialization of the Product and/or Optional Product in the Territory and outside of the Territory; and

(b) it shall not, and shall procure that its Affiliates and sublicensees shall not, make any false and/or misleading representation regarding the Product and/or Optional Product.

The liabilities of the Parties under this Clause 15 shall survive the expiration or termination of this Agreement.

16.           INDEMNITY

16.1 DAEWOONG shall defend, indemnify and hold harmless STOCOSIL and its Affiliates from and against any and all Liabilities and Losses that may, respectively, be brought by a third party against, or be suffered or incurred by, STOCOSIL and/or any of its Affiliates and arising out of or in connection with:

(a) any breach of any representation or warranty made by DAEWOONG under this Agreement;

(b) any third party personal injury, illness or death, or loss or damage to third party property arising from DAEWOONG’s failure to Manufacture and/or supply the Products, or pharmaceutical product used in Optional Product according to the terms of this Agreement, including the Product Specification;

(c) the cost of any recall of the Product or the Optional Product to the extent that recall is due to DAEWOONG’s failure to manufacture and supply according to the terms of this Agreement, including the Product Specification;

(d) any fault, negligence or wilful misconduct of DAEWOONG, its Affiliates or any of their respective officers, employees and agents with respect to the performance of this Agreement except to the extent that the Liability or Loss in question resulted from the gross negligence act or wilful misconduct of STOCOSIL, or its Affiliate(s) or any of its or their employees, agents or subcontractors, or any breach by STOCOSIL of any of its obligations, representations or warranties under this Agreement; and

(e) any infringement of any third party’s Intellectual Property as a result of any Manufacturing process used with respect to the Product or pharmaceutical product used in an Optional Product supplied to STOCOSIL under this Agreement to the extent that DAEWOONG has failed to disclose to STOCOSIL in writing prior to the date of this Agreement the specifics of such Manufacturing process which is the subject of the infringement.

16.2 STOCOSIL shall defend, indemnify and hold harmless DAEWOONG from and against any and all Liabilities and Losses that may be, respectively, brought by a third party against, suffered or incurred by DAEWOONG and/or any of its Affiliate(s) and arising out of or in connection with:

(a) any third party personal injury, illness or death, or loss or damage to third party property arising from the use or sale by STOCOSIL of the non-pharmaceutical part of the Optional Product;

(b) any fault,  negligence or wilful misconduct of STOCOSIL, its Affiliates or any of their respective officers, employees, agents or subcontractors with respect to the performance of this Agreement except to the extent that the Liability or Loss in question resulted from the negligence or wilful misconduct of DAEWOONG, or its Affiliate(s) or any of its or their employees, agents or subcontractors, or any breach by DAEWOONG of any of its obligations, representations or warranties under this Agreement;

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(c) a breach of representation or warranty made by STOCOSIL under this Agreement;

(d) the costs of any recall of the Optional Product to the extent that recall is due to the non-pharmaceutical portion of the Optional Product, TDM; and

(e) Any claim of infringement of any third party’s Intellectual Property of the non-pharmaceutical portion of the Optional Product, TDM outside of the Territory other than an infringement as a result of any Manufacturing process usedwith respect to the pharmaceutical product of Optional Product supplied to STOCOSIL under this Agreement,

16.3           Notification of Liabilities/Losses.

In the event that either party intends to seek indemnification for any claim under any of Section 16.1 or Section16.2, it will inform the other party of the claim promptly after receiving notice of the claim. that:

(a) In the case of a claim for which any STOCOSIL, indemnified party seeks indemnification under Section 16.1, STOCOSIL will permit DAEWOONG to direct and control the defense of the claim and will provide such reasonable assistance as is reasonably requested by DAEWOONG (at DAEWOONG’s cost) in the defense of the claim; provided that nothing in this Section 16.3 will permit DAEWOONG to make any admission on behalf of STOCOSIL, or to settle any claim or litigation which would impose any financial obligations on STOCOSIL without the prior written consent of STOCOSIL, such consent not to be unreasonably withheld or delayed.

(b) In the case of a claim for which any DAEWOONG, indemnified party seeks indemnification under Section 16.2, DAEWOONG will permit STOCOSIL to direct and control the defense of the claim and will provide such reasonable assistance as is reasonably requested by STOCOSIL (at STOCOSIL’s cost) in the defense of the claim, provided that nothing in this Section 16.3 will permit STOCOSIL to make any admission on behalf of DAEWOONG, or to settle any claim or litigation which would impose any financial obligations on DAEWOONG without the prior written consent of DAEWOONG, such consent not to be unreasonably withheld or delayed.

Limitations: Neither party limits or excludes its liability for fraudulent misrepresentation nor for death or personal injury arising from its negligence.

16.4           Limitation of Liability

16.4.1 Except for a breach of Clause 11.1 (confidentiality) or for any claims of a third party which are subject to indemnification under this clause 18, neither STOCOSIL nor DAEWOONG, nor any of their respective affiliates or sublicensees will be liable to the other party to this agreement, its affiliates or any of their sublicensees for any indirect, incidental, consequential, special, reliance, exemplary or punitive damages or lost or imputed profits or royalties, lost data or cost of procurement of substitute goods or services, whether liability is asserted in contract, tort (including negligence and strict product liability), indemnity or contribution, and irrespective of whether that party or any representative of that party has been advised of, or otherwise might have anticipated the possibility of, any such loss or damage.

16.4.2 Neither Party limits or excludes its liability for fraud, fraudulent concealment or fraudulent misrepresentation, nor for death or personal injury arising from its negligence.

16.5           Product Liability without either Party’s Negligence and/or Fault (“Inherent Risk”)

16.5.1 For any Product related liability without either party’s negligence and/or fault (“Inherent Risk” of the Product and/or Optional Product) within the Territory, STOCOSIL shall be responsible for Loss and damages directly related to the Inherent Risk.  As specified in Clause 20, STOCOSIL shall carry proper and appropriate insurance coverage in the Territory.

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16.5.2 For any Product related liability without either party’s negligence and/or fault (“Inherent Risk” of the Product and/or Optional Product) outside of the Territory, DAEWOONG shall be responsible for Loss and damages directly related to the Inherent Risk.  As specified in Clause 20, DAEWOONG shall carry proper and appropriate insurance coverage outside of the Territory.

17.           TERMINATION

17.1 STOCOSIL may terminate this Agreement with sixty (60) Business Days notice in relation to the Product and/or Optional Product in a specific country if STOCOSIL reasonably determines, using the same standards it would use in assessing whether or not to continue Development, Manufacture or Commercialization of a Product of its own making, that the patient, medical/scientific, technical, Intellectual Property, regulatory or commercial profile of the Product does not justify continued Development, Manufacture or Commercialization of that Product in or for such country.  For the avoidance of doubt, termination shall be on a country-by-country basis and product-by-product basis.

17.2 Either party may terminate this Agreement with sixty (60) days’ notice if the other Party commits a material breach (excluding non-payment), unless the breach is cured within the sixty (60) day notice period; provided, that with respect to non-payment breaches the notice and cure period shall be reduced to thirty (30) days; and provided further, that the sixty (60) day cure period may be extended if the existence of a material breach is the subject of an arbitration request (independent third party/mediator).

17.3 Either Party may terminate this Agreement if, at any time,

(a) if the other Party becomes insolvent or if proceedings are instituted against the other Party for re-organization or other relief under bankruptcy law, or if any substantial part of the other Party’s assets come under the jurisdiction of a receiver or trustee in an insolvency proceeding authorized by law;

(b) by either Party upon written notice if proceedings are instituted against any of the Party for reorganization or other relief under any bankruptcy law;

(c) by either Party in the event of a force majeure in accordance with Clause 21.5 below.

18.           CONSEQUENCES OF TERMINATION

18.1 If STOCOSIL terminates in accordance with Clause 17.1, 17.2 and/or 17.3,  DAEWOONG shall, no later than ten (10) Business Days after STOCOSIL’s request but at DAEWOONG’s cost if there is default on the part of DAEWOONG:

(a) In case of such termination DAEWOONG shall pay all non-cancellable expenses reasonably incurred by STOCOSIL, including costs STOCOSIL incurred in giving effect to such termination and costs of terminating any commitments entered into under the Agreement.  Additionally, DAEWOONG will ensure the return or delivery to STOCOSIL (or its nominee) or destruction by DAEWOONG at STOCOSIL’s option of all copies of STOCOSIL’s Confidential Information, STOCOSIL Background,IP, STOCOSIL Arising IP, and STOCOSIL Know-How and Regulatory Documentation and Regulatory Dossiers (together with all the copies, abstracts or summaries thereof, any excess substances or trial batches of the Product produced by DAEWOONG and any quantities of Material, samples or consumables, including Materials purchased in furtherance of DAEWOONG’s obligations under this Agreement, remaining in DAEWOONG’s possession). DAEWOONG agrees that this obligation is not conditioned upon STOCOSIL’s prior payment of amounts due or agreement to pay any amounts in dispute;

(b) Discontinue Development and Manufacture, of the Product; and

(c) Deliver to STOCOSIL or to such other parties as STOCOSIL may designate any remaining deliverables  (i.e. data, information, etc.) that may then be in possession or custody of DAEWOONG or dispose of them in such manner as STOCOSIL may specify;

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18.2 If STOCOSIL terminates this Agreement in accordance with Clause 17.1, 17.2 and/or 17.3, all rights and licenses granted by STOCOSIL to DAEWOONG hereunder shall immediately terminate and DAEWOONG shall have no right to any continued use of the STOCOSIL Background IP, STOCOSIL Arising IP, STOCOSIL’s Confidential Information and STOCOSIL’s Know-How.

18.3 Notwithstanding the above, should DAEWOONG exercise its Step-In Rights in accordance with Clause 4.5 and/or Clause 6.3, STOCOSIL shall as reasonably practicable transfer all data and information in STOCOSIL’s control relating to a Product to (i) ensure that any ongoing Development or Commercialization continues with minimal disruption and to the extent any materials are not transferable, STOCOSIL shall use Commercially Reasonable Efforts to make such materials available to DAEWOONG and to practice any licence granted under 2.2.2.

18.4 If DAEWOONG terminates in accordance with Clause 17.2 or 17.3, STOCOSIL shall, no later than ten (10) Business Days after DAEWOONG’s request but at STOCOSIL’s cost if there is default on the part of STOCOSIL:

(a) Ensure the return or delivery to DAEWOONG (or its nominee) or destruction by STOCOSIL at DAEWOONG’s option of all copies of DAEWOONG’s Confidential Information, and DAEWOONG Background IP, and DAEWOONG Know-How (together with all the copies, abstracts or summaries thereof, any excess substances or trial batches of the Product produced by DAEWOONG and any quantities of Material, samples or consumables, including Materials purchased in furtherance of DAEWOONG’s obligations under this Agreement, remaining in STOCOSIL’s possession). STOCOSIL agrees that this obligation is not conditioned upon DAEWOONG’s prior payment of amounts due or agreement to pay any amounts in dispute;

18.5 In case of such termination STOCOSIL shall pay all non-cancellable expenses reasonably incurred by DAEWOONG, including costs DAEWOONG incurred in giving effect to such termination and costs of terminating any commitments entered into under the Agreement.  Such final sum shall not exceed the price payable by STOCOSIL in accordance with the terminated service. If upon the effective date of termination, STOCOSIL has advanced funds which are unearned by DAEWOONG, DAEWOONG shall repay such funds to STOCOSIL within thirty (30) days of the effective date of termination.

18.6 Furthermore, the Parties agree to provide each other with reasonable support with respect to any investigation required by any Regulatory Authority with respect to Development , Manufacture and Commercialization of the Product carried out prior to such termination and after such termination provided that the reasonable costs of the assisting party in providing such assistance shall be at the other Party’s cost.

18.7 Termination shall not affect or prejudice any right to damages or other remedy which either party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either party may have in respect of any breach of this Agreement which existed at or before the date of termination.

19.           AUDITING

Each party will have the right, upon forty-five (45) days prior written notice and during normal business hours, through an independent third party representative (who will agree to be bound by confidentiality provisions to review and inspect the other party's books and records which relate to such other parties's operations under this Agreement including, but not limited to, records concerning Commercial Sales, Net Sales, Product Development Costs, sales presentations, and other costs. An inspection shall not occur more than once in any consecutive two calendar years. The party whose records are being inspected may designate competitively sensitive information which the representative may not disclose to the other party, provided, however, that such designation shall not encompass the representative's conclusions. Such representative shall only report inaccuracies in amounts payable under this Agreement. With respect to inspection of STOCOSIL’s or designated Affiliate books and records, DAEWOONoong may request that an independent auditor familiar with STOCOSIL record keeping systems be present at the inspection to assist DAEWOONG auditor in using STOCOSIL’s internal record management system. Likewise, with respect to inspection of DAEWOONG books and records, STOCOSIL may request that

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an independent auditor familiar with DAEWOONG's record keeping systems be present at the inspection to assist STOCOSIL auditor in using DAEWOONG's internal record management system. Each party shall bear the costs and expenses of its representative for inspections conducted under this Section, unless a variation or error producing an underpayment in amounts payable exceeding 5% of the amount paid for any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be paid or credited as appropriate by the party in whose favor the deviation occurred. When a variation or error producing an underpayment in amounts payable exceeding 5% of the amount paid for any period covered by the inspection, such underpayment will be treated as late payment and will be handled according to the Clause 9.6.8.  This Section will survive the expiration or the termination of the Agreement for a period of two (2) years.

20.           INSURANCE

20.1 Each Party shall maintain at its own cost full and sufficient third party, public and product liability, and product recall insurance, to cover its actual and potential liabilities hereunder in the respective Territory (STOCOSIL shall cover the Territory, and DAEWOONG will cover the outside of the Territory) and shall provide to the other a certificate of such insurance (or equivalent) upon request.

20.2 Each Party shall maintain the insurances referred to in Clause 20.1 above throughout the Term of this Agreement and thereafter for such period as shall be equal to the longest shelf life of all or any of the Products (provided always that such insurances will respond to claims made at any time before the end of the period of five (5) years after termination of this Agreement).

20.3 Further, DAEWOONG will maintain a proper property & casualty insurance for its manufacturing sites.

21.           MISCELLANEOUS

21.1 Governing Law and Alternative Dispute Resolution

21.1.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the law of Singapore.

21.1.2 Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (for the purpose of this Clause 21, a Dispute),shall be referred to and finally resolved by arbitration under International Chamber of Commerce (ICC) (for the purpose of this clause, the Rules), which Rules are incorporated by reference into this clause. The number of arbitrators shall be three.  The language of the arbitration shall be English.  The seat, or legal place of arbitration, shall be Singapore.  Nothing contained in this Clause 21 shall limit the right of any party to seek from any court of competent jurisdiction, pending appointment of an arbitral tribunal, interim relief in aid of arbitration or to protect or enforce its rights under this agreement.

21.2           Counterparts and Electronic Signatures

21.2.1           This Agreement may be executed and delivered in one or more counterparts, and by the different Parties hereto in separate counterparts each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same Agreement.

21.2.2           This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission (including a PDF file), shall be treated in all manner and respects as an original Agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of one Party, the other Party to this Agreement shall re-execute original forms thereof and deliver them to such first Party.

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21.3           Entire Agreement

21.3.1           This Agreement constitutes the entire Agreement and understanding of the Parties and supersedes any prior Agreements or understandings between the Parties with respect to the subject matter hereof.  No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement, except as expressly stated in this Agreement.

21.4           Further Assurances

21.4.           Each Party shall perform all further acts and things and execute and deliver such further documents as may be necessary or as the other Party may reasonable require to implement or giving effect to this Agreement.

21.5           Force Majeure

21.5.1           Neither Party shall be liable for any delay in the performance of any of the duties or obligations of that Party, provided that such delay has been caused by or is the result of any act of God, fire, explosion, flood, drought, war, disease, acts of terrorism, riot, sabotage, embargo, general strikes, or compliance with any order or regulation of any government entity acting with colour of right or any other events of a similar nature and/or magnitude.  (“Event of Force Majeure”).  Events of Force Majeure exclude labour disputes and strikes of solely the affected Party’s personnel.

21.5.2           The Party suffering the Event of Force Majeure shall within thirty (30) days of the occurrence of the Event of Force Majeure give written notice to the other Party stating the nature of the Event of Force Majeure, its anticipated duration and any action being taken to avoid or minimize its effect.  Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the Party suffering the Event of Force Majeure shall use Commercially Reasonable Efforts to remedy its inability to perform including through the use of alternative sources, workarounds and implementing a business continuity plan to be agreed by the Parties; provided, however, if the suspension of performance continues for sixty (60) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such Event of Force Majeure, the Parties shall meet and discuss in good faith any amendments to this Agreement to permit the other Party to exercise its rights under this Agreement.

21.5.3           Should the Parties be unable to reach agreement within fifteen (15) days of the commencement of good faith discussions in accordance with clause 21.5.2 regarding any amendments to this Agreement to permit the Party suffering the Event of Force Majeureto exercise its rights under this Agreement, either Party may terminate this Agreement by written notice to the other Party.

21.5.4           Neither Party shall have the right to any additional payments from the other Party as a result of any Event of Force Majeure.

21.6           Relationship of the Parties

21.6.1           The status of a Party under this Agreement shall be that of an independent contractor.  Nothing expressed or implied in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Parties or, except as otherwise expressly provided in this Agreement, as granting either Party the authority to bind or contract any obligation in the name of or on the account of  the other Party pr to make any statements, representations, warranties or commitments on behalf of the other Party, except upon the prior written consent of the other Party to do so. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be the account and expense of such Party.

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21.7           Third Party Rights

The Parties agree that this Agreement is not intended by either of the Parties to create rights or benefits in favour of any Third Party or make any rights or benefits enforceable by or on behalf of such Third Parties and, for the avoidance of doubt and to the extent permitted by law, any laws in any country in the Territory contrary to provisions of this Clause are excluded.

21.8           Notices

21.8.1 Any notice or other communication to be given under this agreement must be in writing (which excludes fax, email and any other form of electronic communication) and must be delivered or sent by post to the party to whom it is to be given as follows:

(a) to DAEWOONG at:

163-3, Samsung-Dong, Kangnam-Gu, Seoul, Korea

marked for the attention of Jeon, SengHo

(b) to STOCOSIL at:

11100 Warner Ave, Suite 266, Fountain Valley, CA 92708

marked for the attention of Vuong Trieu

with a copy to Legal Operations, Business Development at

17870 Castleton St, , Suite 250, City Of Industry, CA 91748or at any such other address of which it shall have given notice for this purpose to the other party under this clause.  Any notice or other communication sent by post shall be sent by prepaid recorded delivery post (if the country of destination is the same as the country of origin) or by prepaid airmail (if the country of destination is not the same as the country of origin).

21.8.2 Any notice or other communication shall be deemed to have been given:

(a)           if delivered, on the date of delivery; or

(b)           if sent by post, on the second Business Day after it was put into the post.

21.8.3 In proving the the giving of a notice or other communication, it shall be sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted by prepaid recorded delivery post or by prepaid airmail or that the fax was properly addressed and transmitted, as the case may be.

21.8.4 This Clause 21 shall not apply in relation to the service of any claim form, notice, order, judgment or other document relating to or in connection with any proceedings, suit or action arising out of or in connection with this agreement.

21.9           Expenses

21.9.1           Each of the Parties hereto shall be responsible for the payment of its own costs and expenses incurred in connection with the negotiations leading up to and the performance of its own obligations pursuant to this Agreement and the Transaction Documents, including the fees of any legal advisors, accountants, brokers or advisors employed or retained by or on behalf of such Party.  Notwithstanding the foregoing, if this Agreement is terminated, this Clause 21.9 shall not affect any rights that either Party may have arising from any breach hereof.

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21.10           Waivers and Modifications

21.10.1                      The failure of any Party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remedies.

21.10.2                      The rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity.  Neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy, nor shall the failure to assert any right or remedy constitute a waiver of that right or remedy.

21.11           Prior Agreements – Amendments

21.11.1                      No waiver, modification, release or amendment of this Agreement shall be valid or binding upon the Parties, unless in writing and signed by authorised representatives of both Parties.

21.12           Severability

21.12.1                      The provisions of this Agreement are severable, and the unenforceability of any provision of this Agreement shall not affect the enforceability of the remainder of this Agreement.  The Parties acknowledge that it is their intention that if any provision of this Agreement is determined by a court to be unenforceable as drafted, that provision should be construed in a manner designed to effectuate the purpose of that provision to the greatest extent possible under applicable law.

21.13           Language

21.13.1                      The language of this agreement and the transactions envisaged by it is English and all notices to be given in connection with this agreement must be in English.  All demands, requests, statements, certificates or other documents or communications to be provided in connection with this agreement and the transactions envisaged by it must be in English or accompanied by a certified English translation; in this case the English translation prevails unless the document or communication is a statutory or other official document or communication

21.14           Export Control

21.14.1                      This Agreement is made subject to any restrictions concerning the exports or technical information from the United States or other countries that may be imposed on the Parties from time to time.  Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other Regulatory Authority in accordance with Applicable Law.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties have caused this Agreement to be executed on their behalf by their duly authorized representatives as of the Execution Date.

STOCOSIL, Inc.     _____________________________________   Signed   Name:   Position   Date:   AUTOTELIC, LLC DAEWOONG Pharmaceuticals Co. Ltd   _____________________________________   Signed   Name: Jongwook Lee   Position: CEO, President   Date:  

  _____________________________________

  Signed

  Name:

  Position

  Date:

AUTOTELIC, Inc.

  _____________________________________

  Signed

  Name:

  Position

  Date:

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SCHEDULE 1

KEY TERMS OF THE MANUFACTURING AND SUPPLY AGREEMENT (“MSA”)

(1)Parties	(i)DAEWOONG (or an appropriate Affiliate) (ii)STOCOSIL (or an appropriate Affiliate)
(2)Scope	Terms and conditions applicable to the Manufacture and supply by DAEWOONG to STOCOSIL of the Product for: (i)Commercialization by STOCOSIL as Product or pharmaceutical product of the Optional Product in any country in the Territory
(3)Exclusivity and exceptions	(i)Subject to (3)(ii) below, STOCOSIL shall purchase all the Product for Commercialization in the Territory from DAEWOONG. (ii)STOCOSIL shall no longer be required to purchase all of its requirements of Product from DAEWOONG and shall be entitled to Manufacture (or have Manufactured by a Third Party) the Product if, even though both Parties diligently pursue in good faith the remedy, : (a)DAEWOONG is unable to Manufacture and supply sufficient quantities of the Product to satisfy STOCOSIL’s demand for that Product; or (iii)DAEWOONG fails to remediate any quality issues identified by STOCOSIL,in accordance with Product Specifications, in respect of the manufacturing site(s) or the Products. In the event that STOCOSIL does Manufacture (or have Manufactured by a Third Party) any Product in accordance with the terms of the MSA, DAEWOONG shall provide (at its own cost, subject to (3)(v) below, and at STOCOSIL’s request): (a)reasonable assistance to STOCOSIL in sourcing high quality API and all other Materials at a competitive price; such technical transfer assistance (including the granting a fully-paid up, perpetual, royalty-free license, if required, on a non-exclusive basis,and disclosure of all relevant IP and Know-How under suitable conditions of confidentiality) as STOCOSIL or its Third Party contract manufacturer may reasonably require to enable them to manufacture the Product.

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(3)Exclusivity and exceptions (continued)

(iv)In the event that (3)(ii)(b) applies, the Parties shall discuss in good faith the extent (if any) to which DAEWOONG may continue to supply the affected Product taking into account all relevant circumstances (including the economic consequences to STOCOSIL of sourcing from a Third Party only the surplus volumes that DAEWOONG is unable to supply rather than sourcing all of its requirements for the affected Product from that Third Party), whether or not any such continued supply shall be under the MSA or another agreement and any appropriate amendments that may be required to be made to the MSA. (v)In relation to any technical transfer assistance provided by DAEWOONG pursuant to (3)(iii) above, STOCOSIL (or its Third Party contract manufacturer) shall be responsible for the costs of the API, excipients and tooling required to Manufacture the relevant Product (including any such API and excipients required to Manufacture validation batches of such Product).  Without limiting the generality of (3)(iii) above, DAEWOONG shall be responsible for all costs and expenses related to the involvement of its employees or consultants in the technical transfer process (including any travel and accommodation expenses incurred by such employees or consultants). (vi)If STOCOSIL wishes to use an alternative source of supply for the Product in circumstances contemplated by (3)(ii) above, STOCOSIL shall be entitled to use DAEWOONG’s Regulatory Dossier in support of any regulatory submission that STOCOSIL may be required to make in relation thereto. (vii)STOCOSIL may continue to order Product from DAEWOONG, and DAEWOONG shall continue to supply STOCOSIL with Product  pursuant to the MSA until such time as STOCOSIL notifies DAEWOONG in writing that alternative source has been validated and all necessary Regulatory Approvals are in place to allow STOCOSIL (or its nominated Third Party manufacturer) to Manufacture the relevant Product.

(4)Sourcing and storage of Materials

(i)DAEWOONG shall be responsible for sourcing all API and other Materials required for the Manufacture of Products under the MSA.  STOCOSIL (and not DAEWOONG) shall be responsible for sourcing API and Materials for the Manufacture of any Products by or on behalf of STOCOSIL pursuant to (3)(ii) above. (ii)In the event that STOCOSIL supplies API or other Materials to DAEWOONG (or its permitted Third Party sub-contractor) for use in the Manufacture of Products on a tolling basis: (a)those API and/or Materials shall be deemed to have zero cost to DAEWOONG for the purposes of calculating the Supply Price payable by STOCOSIL; but (b)for the purposes of (3)(ii)(a) and (3)(ii)(b) above, the Supply Price shall be deemed to be the sum of (a) the Supply Price payable by STOCOSIL and (b) the costs and expenses incurred by STOCOSIL in sourcing the relevant API and/or Materials and in providing such API and/or Materials to DAEWOONG on a tolling basis. (iii)The Party that is not responsible for sourcing the API and other Materials shall provide reasonable assistance to the other Party in sourcing high quality API and other Materials at a competitive price.

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(5)Inspection and analysis of Materials

(i)DAEWOONG shall upon receipt of all Raw Materials or API (defined here as Materials), conduct such inspections and analysis of API and other Materials as may be specified in the Quality Agreement or required by cGMP, any Manufacturing Licence, any relevant Marketing Authorisation and/or Applicable Law. (ii)DAEWOONG shall conduct the required inspection and analysis irrespective of whether the API or other Materials are sourced by DAEWOONG or by STOCOSIL. (iii)In the event that any delivery of Materials is defective, DAEWOONG shall reject that delivery and promptly notify STOCOSIL (and, if DAEWOONG is responsible for sourcing the relevant Materials, the relevant supplier).  The Party responsible for sourcing the relevant Materials shall procure that the supplier promptly provides additional Materials in substitution for the defective Materials.

(6)Manufacture

(i)Subject to (6)(ii), DAEWOONG shall Manufacture the Product in accordance with cGMP, the Quality Agreement, the Manufacturing Licence, the relevant Marketing Authorisation, the applicable specifications for that Product and Applicable Law (including the Applicable Law of the country in which the Product is to be Commercialized by STOCOSIL). (ii)DAEWOONG will perform primary, secondary packaging or leafleting in relation to the Product in accordance with the Marketing Authorisation .  All such steps in the relation to the Product to be Commercialized by STOCOSIL shall be performed by (or on behalf of) DAEWOONG and shall be at DAEWOONG’s responsibility and costs.  Such costs will be part of COGS by DAEWOONG. (iii)DAEWOONG shall Manufacture (or have Manufactured) the Product only at its own manufacturing sites. (iv)DAEWOONG shall (at its cost) obtain and maintain all Manufacturing Licences required to allow it to Manufacture Products in accordance with the MSA. (v)The MSA will specify the agreed lead time, minimum order quantity (“MOQ”) and incremental order quantity (“IOQ”) for each Product. MOQ shall be one batch size.  Where a Product is subsequently added to the scope of the MSA, the Parties shall agree such amendments to the MSA as may be necessary to document the lead time, MOQ and IOQ applicable to the Product.

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(7)Forecasts and orders	(i)To be furnished in Schedule 2.  DAEWOONG shall deliver Product pursuant to STOCOSIL’s written purchase orders (“Firm Orer”) which have been confirmed in writing by DAEWOONG (ii)DAEWOONG shall confirm each Firm Order within five (5) business days, confirming the date for Delivery and quantities of Products.  If any discussion is required in respect of a Firm Order, the Parties will seek to agree any necessary amendments within two (2) business days of DAEWOONG’s response to the Firm Order. (iii)STOCOSIL shall submit a Purchase Order reflecting each confirmed Firm Order. Firm Orders shall be received by DAEWOONG at least 90 days before the requested date of delivery. (iv)Each Firm Order for Product shall (unless otherwise agreed between the Parties) be for a quantity that is equal to either (a) the MOQ for that Product or (b) that MOQ together with a multiple of the IOQ for that Product. (v)Without prejudice to (3)(ii)(d), DAEWOONG shall use its reasonable endeavours to ensure that it has at all times sufficient Manufacturing capacity at each Manufacturing Site to satisfy the Products requirements set out in the Forecast Schedule.
(8)Samples and stability studies	(i)DAEWOONG shall retain samples of each batch of Materials and each batch of Product in accordance with the Quality Agreement and cGMP. (ii)DAEWOONG shall be responsible for performing (at its own cost) such stability testing on the Product supplied to STOCOSIL pursuant to the MSA as may be required by the Quality Agreement, any relevant Marketing Authorisation, cGMP or as reasonably required by STOCOSIL.  If DAEWOONG wishes to outsource the performance of stability testing to a Third Party, STOCOSIL must first approve the use of such Third Party (such approval not to be unreasonably withheld).  In addition, the Parties shall discuss whether such work can be performed more effectively and efficiently by STOCOSIL or any Third Party performing primary or secondary packaging for STOCOSIL in relation to the Products.  If the Parties agree that DAEWOONG shall outsource stability testing to a Third Party, DAEWOONG shall remain primarily liable to STOCOSIL for the performance of such work and shall remain responsible for the costs of that work.  Such costs will be part of DAEWOONG’s COGS.
(9)Storage and Delivery of Products	(i)DAEWOONG shall store Materials (and, pending Delivery. Products) in accordance with cGMP and the Quality Agreement. (ii)Product shall be delivered on FOB Incheon Airport. (iii)Each Delivery of the Product shall be accompanied by a corresponding Certificate of Analysis and any other documentation specified in the Quality Agreement.
(10)Shelf life	Unless otherwise agreed between the Parties, each Product Manufactured by (or on behalf of) DAEWOONG pursuant to the MSA shall upon Delivery: (i)if the registered shelf life of such product is more than two (2) years, have at least eithty per cent. (80%) of that registered shelf life remaining; and (ii)if the registered shelf life of such product is two (2) years or less, have at least eighty five per cent. (85%) of that registered shelf life remaining.

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(11)Inspection and analysis of Products

(i)STOCOSIL shall upon receipt conduct such inspections and analysis of Product as may be specified in the Quality Agreement to determine whether the Product complies with the relevant specification. (ii)If STOCOSIL considers that any of the Product is defective, it will notify DAEWOONG and the Parties will endeavour to agree whether or not that Product is defective.  Any payment obligations in respect of the allegedly defective Product will be suspended pending the resolution of this issue. (iii)At STOCOSIL’s request, DAEWOONG will Manufacture and supply a replacement batch of Product as soon as practicable following notification of the alleged defect. (iv)If the Parties are unable to agree whether Product is defective, the matter will be referred to an independent third party laboratory to determine whether the Product is conforming  (acting as an expert, not as an arbitrator).  Except in the case of fraud or manifest error on the part of such independent expert,the decision of such independent expert will be binding upon the Parties.  If the independent expert decides that the Product was not defective, the cost of the independent expert will be borne by STOCOSIL.  In all other circumstances, the costs of the independent expert will be borne by DAEWOONG. (v)If Product is agreed (or found) to be defective, DAEWOONG shall dispose of that Product at its own cost and (if no replacement batch has already been provided as contemplated by (11)(iii) above) promptly Manufacture and supply replacement Product as soon as possible but in any event no later than 30 days. (vi)If Product is agreed (or found) not to be defective, STOCOSIL shall pay for that Product in accordance with the MSA.

(12)Price

(i)Subject to (12)(ii) below, the Supply Price charged by DAEWOONG for the Manufacture and supply of the Product for the Development shall be DAEWOONG’s actual cost of Manufacture (actual COGS of DAEWOONG, which is defined in the PRODUCT DEVELOPMENT, LICENCE AND COMMERCIALIZATION AGREEMENT. Subject to (12)(ii) below, the Supply Price charged by DAEWOONG for the Manufacture and supply of the Product for the Commercial Sales in the Territory shall be DAEWOONG’s actual cost of Manufacture (actual COGS of DAEWOONG, which is defined in the PRODUCT DEVELOPMENT, LICENCE AND COMMERCIALIZATION AGREEMENT plus 50%. For the avoidance of doubt, the Manufacture of a Product shall include stability testing unless the Parties agree that STOCOSIL shall perform (or have performed) such stability tests as contemplated in (8)(ii) above. (ii)The Supply Price applicable for the Product shall be reviewed by both Parties during the 1st Calendar Quarter of every Calendar Year. Both Parties reveiw the market price of each API for the Product and calculate the average price of 3 suppliers registered in the US-DMF for each API. That average price shall become effective on the last day of the 1st Calendar Quarter of every Calendar Year and shall be applied to calculate a new COGS after such date. (iii)Notwithstanding (12)(ii) above, DAEWOONG shall keep STOCOSIL promptly informed of any variation in the actual Supply Price (including reductions achieved by means of the Continuous Improvement programme and fluctuations caused by variations in the cost of Materials, labour, overheads or other inputs to the Manufacturing process).

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(13)Title and risk	(i)Title to and risk in Product shall pass to STOCOSIL upon Delivery on FOB Incheon Airport. (ii)To the extent any Materials are supplied to DAEWOONG by STOCOSIL, DAEWOONG shall store such Materials in accordance with instruction for such Materials at no cost to STOCOSIL, DAEWOONG shall only use the Materials to manufacture Product for STOCOSIL,  title to those Materials shall remain with STOCOSIL at all times, but DAEWOONG shall bear all risk of loss  in those Materials for so long as those Materials (or Products containing those Materials) are in DAEWOONG’s possession or control.  DAEWOONG will maintain insurance to provide appropriate coverage of Materials against theft or damage.
(14)Continuous Improvement	The MSA shall include provisions dealing with the establishment and implementation of a continuous improvement programme intended to reduce the costs of Manufacture and/or improve the efficiency, environmental impact and quality of the Manufacturing process.  The MSA shall include provisions allocating between the Parties the benefit of any costs savings achieved by means of this continuous improvement programme and determining the ownership of any IP or Know-How created or reduced to practice in the course of that programme.
(15)Marketing Authorizations	STOCOSIL shall be responsible for obtaining and maintaining any Marketing Authorization required to allow it to Commercialize Product supplied pursuant to the MSA.  DAEWOONG shall provide STOCOSIL with such reasonable assistance as it may require in connection with obtaining or maintaining such Marketing Authorizations.
(16)Premises and insurance	DAEWOONG shall maintain appropriate insurance for its manufacturing site(s).
(17)Know-How, IP and Technical Assistance	(i)STOCOSIL shall grant DAEWOONG such licences of its IP and Know-How as DAEWOONG may require to Manufacture the Product. (ii)DAEWOONG shall grant STOCOSIL such licences of its IP and Know-How as STOCOSIL may require to Commercialize the Product in the Territory.

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(18)Regulatory, compliance and environmental (i)DAEWOONG shall co-operate with Regulatory Authorities and provide any information and documentation that a Regulatory Authority may require.  STOCOSIL will be the primary interface with all regulatory authorities in the Territory and DAEWOONG will immediately inform STOCOSIL if it is contacted by a regulatory authority within the Territory  with regard to any submission to a Regulatory Authority and in relation to any anticipated inspection by a Regulatory Authority of a manufacturing site. (ii)In the event of any inspection by regulatory authorities inside the Territory (including cGMP inspections), STOCOSIL will provide reasonable assistance to DAEWOONG in preparing for such inspections.  Notwithstanding this, DAEWOONG shall be responsible for ensuring that its Manufacturing Sites meet all applicable cGMP standards, Production Standards,  and the requirements of the MSA (including the Quality Agreement). (iii)DAEWOONG shall be responsible for preparing and submitting the Regulatory Dossiers to STOCOSIL for the Product as a CMO for inclusion into any Product Registration of STOCOSIL.  DAEWOONG shall provide  all submissions to regulatory authorities including (whether or not submitted) CTD files, data and documentation from clinical studies and CMC documentation, relating to the Product, as well as all correspondence with regulatory authorities (such as registration and licenses, regulatory drug lists, regulatory dossier, advertising and promotion documents), adverse event files, complaint files, manufacturing records and inspection reports as well as all relating intellectual property rights protecting the same and any invention embodied in such documentation ("Regulatory Documentation") to STOCOSIL for its use for seeking Product Registration of the the Product in any country in the Territory. DAEWOONG hereby grants a perpetual, irrevocable, fully paid up right on a non-exclusive basis to reference to any data contained in all Regulatory Documentation, Product Registrations, post marketing studies, regulatory dossiers and any other data with respect to the Product, for use in STOCOSIL's Product Registration in any country in the Territory. (iv)DAEWOONG shall be responsible for all waste disposal, and all costs related thereto,  connected with the Manufacture of the Product and for compliance with Applicable Law in relation to such disposal.

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(19)Quality assurance and pharmacovilgilane

(i)The Parties agree to enter into a quality agreement within 90 days of the Effective Date which sets forth (a) the roles and responsibilities of the Parties with respect to cGMP and other quality regulations for the Product as required under Applicable Laws, and (b) how the Parties shall interact with each other in connection with the same (the "Quality Agreement").  In the event a conflict arises between any term in this Agreement and a term in the Quality Agreement, the term contained in this Agreement shall prevail. (ii)The Parties agree to enter into a global pharmacovilgilance agreement, within 120 days of the Effective Date, which sets forth the global safety data exchange procedures to be followed by th Parties for the collection, investigation, reporting, and exchange of information concerning adverse events. (iii)DAEWOONG shall comply with the Quality Agreement and shall institute and maintain appropriate process controls for the Manufacture of the Product and shall maintain suitable records of such controls which shall be made available to STOCOSIL on request. (iv)DAEWOONG shall (at STOCOSIL’s request and cost) supply such samples of the Product or Materials as STOCOSIL may reasonably require. (v)DAEWOONG shall promptly report any adverse trends that arise during the normal or stability testing of any of the Product, provided that DAEWOONG shall not be responsible for doing so if STOCOSIL or STOCOSIL’s Third Party contract manufacturer undertake responsibility for stability testing as contemplated in 8(ii). (vi)DAEWOONG shall appoint a Senior Quality Manager who shall be responsible for signing each Batch Record and Certificate of Analysis and for the release of the Product.

(20)Access to premises and audits

(i)STOCOSIL shall be permitted to enter DAEWOONG’s manufacturing site(s) to conduct technical, cGMP and/or environmental inspections and  audits on an annual basis (or more frequently for cause). (ii)DAEWOONG shall ensure  that any permitted sub-contractor also allows STOCOSIL to conduct such audits and inspections of any manufacturing site operated by such sub-contractor.

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(21)Customer complaints and recalls	(i)DAEWOONG will maintain complete and accurate records with respect to the Products, including without limitation, the manufacturing and adequate despatch and analytical records to allow quality and destination of Products to be assessed in the event of a complaint.  STOCOSIL will be permitted to access these records as necessary. (ii)DAEWOONG will notify STOCOSIL of any quality issue or complaint it becomes aware of and will investigate any such issue at STOCOSIL’s request but at DAEWOONG’s own cost. (iii)STOCOSIL will have control over any recall of Product and will devise the recall strategy in the Territory.  DAEWOONG will assist in that strategy as needed.  STOCOSIL shall (if lawful and practical to do so) give DAEWOONG prior written notice of any recall that STOCOSIL proposes to make of the Product outside of the Territory.  The final decision of any recall of Product outside of the Territory will be DAEWOONG’s. (iv)The costs of a Product recall will be borne by DAEWOONG if it results from DAEWOONG’s failure to comply with the MSA or DAEWOONG’s negligence.  Otherwise, STOCOSIL will be bear the costs of recall.
(22)Warranties and indemnities	(i)DAEWOONG will warrant (a) compliance as regards Products, processes and waste disposal with Specifications, Quality Agreement, Manufacturing Licence, Marketing Authorisations, GMP and Applicable Laws (including environmental laws), (b) conveyance of good title to Products, (c) that it holds all necessary consents and licences, (d) that there is no active or pending litigation or investigation involving DAEWOONG. (ii)DAEWOONG will indemnify STOCOSIL against loss and damage caused by (a) breach of DAEWOONG’s warranties, (b) third party death or personal injury arising from a failure to Manufacture a Product in accordance with the MSA, (c) gross negligence or wilful misconduct by DAEWOONG or its employees and (d) costs of Product recalls that DAEWOONG is responsible for under (21) above, in each case unless caused by the gross negligence or wilful misconduct of STOCOSIL or its employees. (iii)STOCOSIL will indemnify DAEWOONG against loss and damage caused by (a) third party death or personal injury arising from a Product that was fully compliant with the MSA upon delivery, (b) gross negligence or wilful misconduct by STOCOSIL or its employees and (c) costs of Product recalls that STOCOSIL is responsible for under (21) above, in each case unless caused by the gross negligence or wilful misconduct of DAEWOONG or its employees.
(23)Ethical standards and human rights	The MSA will contain warranties and undertakings in the standard form required by STOCOSIL of all suppliers in relation to ethical standards, human rights and anti-bribery and corruption procedures.

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(24)Documentation and reports	(i)DAEWOONG shall prepare and retain complete and systematic documentation relating to the Manufacture of Products (including Batch Records, Certificates of Analysis, quality records and any reports that the Parties agree DAEWOONG should prepare). (ii)DAEWOONG will retain such documentation in accordance to applicable law (which shall not be less than three (3) years) and shall allow STOCOSIL to view and copy such records on reasonable notice during the term of this MSA and three (3) years after termination.
(25)Labelling and Artwork	To the extent relevant, DAEWOONG shall Manufacture each Product using such labelling and artwork as STOCOSIL may specify.  The MSA shall include change control provisions covering any proposed alteration of the labelling and artwork required to be affixed to (or embossed on) any of the Product.
(26)Term	The term of the MSA shall be the same as the PRODUCT DEVELOPMENT, LICENCE AND COMMERCIALIZATION AGREEMENT.
(27)Expiry and termination	(i)The MSA shall expire at the end of the term unless renewed or terminated earlier in accordance with the MSA. (ii)The MSA shall contain provision for STOCOSIL to terminate if (a) STOCOSIL ceases to Commercialize the Products, (b) STOCOSIL elects to move Manufacture of Products to a third party where permitted to do so, (c) DAEWOONG is in uncured material or persistent breach of the MSA, (d) DAEWOONG becomes insolvent, (e) DAEWOONG undergoes a change of control or (f) new or unknown impurities are found in Products.  Termination for reasons (a), (b) and (f) shall occur on a Product-by-Product basis.  Termination for reasons (c), (d) and (e) shall affect the MSA as a whole. (iii)The MSA shall contain provision for DAEWOONG to terminate if the MSA as a whole if (a) STOCOSIL is in uncured material or persistent breach of the MSA, (b) STOCOSIL becomes insolventSTOCOSIL.
(28)Consequences of expiry or termination	(i)Certain provisions – e.g. those relating to retention of samples and documentation for a specified number of years, confidentiality and providing assistance in the event of a regulatory investigation – will survive expiry or termination. (ii)DAEWOONG shall provide technical transfer assistance (and licences of Know-How and IP) as contemplated in (3)(iii) above to permit STOCOSIL, its Affiliates or its nominated Third Parties to Manufacture Products. (iii)Accrued rights and obligations will survive termination.
(29)Confidentiality	The MSA shall include customary provisions protecting the confidentiality of any confidential information (including Know-How) that may be disclosed by one Party to the other Party.  The provisions shall include customary restrictions on the use and disclosure by a Party of the other Party’s confidential information, subject to the usual exceptions and DAEWOONG’s obligations to license Know-How in circumstances contemplated by (3)(iii) and (29).

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(30)Assignment and sub-contracting	(i)STOCOSIL shall be permitted to assign or otherwise transfer, or to sub-contract, any of its rights and obligations to any Affiliate or a successor in title to the business in relation to one or more of the Products and DAEWOONG shall enter into a novation agreement upon request to give effect to any such transfer. (ii)Save as permitted by (31)(i), STOCOSIL shall not be permitted to assign or otherwise transfer any of its rights or obligations under the MSA without DAEWOONG’s prior written consent (not to be unreasonably withheld). (iii)DAEWOONG shall not be permitted to assign or otherwise transfer any of its rights or obligations under the MSA without STOCOSIL’s prior written consent (not to be unreasonably withheld by STOCOSIL). (iv)DAEWOONG shall not be permitted to sub-contract the performance of any of its obligations under the MSA (including the Manufacture of any Product) without STOCOSIL’s prior written consent (not to be unreasonably withheld).
(31)Force Majeure	The MSA shall contain customary provisions excusing non-performance by a Party of its obligations to the extent caused by force majeure.  The MSA shall also permit a Party to terminate the MSA if the other Party is prevented by force majeure from performing its obligations for an extended period.
(32)Governing Law	Law of Singapore.
(33)Jurisdiction	(i)Subject to (34)(ii) and (34)(iii), the Singaperean courts shall have exclusive jurisdiction. (ii)Subject to (34)(iii), if any dispute arising under the MSA is connected with a dispute arising under the PDLCA, the dispute under the MSA shall be referred to arbitration in accordance with the dispute resolution provisions of the PDLCA. (iii)Disputes covered by (11) above shall be determined as provided in (11) above.
(34)Other customary terms	The MSA will include customary terms regarding such matters as (i) waiver, (ii) notices, (iii) entire agreement, (iv) relationship of the Parties, (v) severability, (vi) amendment, (vii) counterparts and (viii) any other relevant matters not covered in this term sheet.

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(35)Schedules

The MSA will have scheduled to it: (i)a Quality Agreement signed by DAEWOONG (or an appropriate Affiliate) and STOCOSIL (or an appropriate Affiliate); (ii)the Specification(s) for each Product; (iii)details of the lead time, MOQ and IOQ for each Product; (iv)records retention requirements (to the extent not covered by the Quality Agreement); (v)key performance indicators (if applicable and agreed); (vi)EHS guidelines; and (vii)STOCOSIL’s ABAC requirements.

(36)Adjustments

The Parties acknowledge that certain terms of the MSA contemplated above may need to be adjusted to reflect the nature or characteristics of the Product.  If either Party reasonably considers that, in respect of the Product, the terms of the MSA require such adjustment, the Parties shall discuss the matter in good faith (each acting reasonably).

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Schedule 2

Product Price, Sales Forecast and Minimum Annual Purchases

STOCOSILSales Forecast (for US and Japan) – For Resistant Hypertension

(Unit: package of 30T/box)

Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10
0.5 M	1.0 M	2.5 M	3.35 M	4.35 M	4.35 M	4.35 M	4.35 M	4.35 M	4.35 M

* Basis for calculation :

1. Based on market research given by partner,

Prevalence of hypertenion : 1.38B patients worldwidely

6% hypertensive population in US and Japan (assumption)

22% are uncontrolled or resistant HTN

50% are simultaneously hypercholesterolemic and resistant HTN

4% penetration

it gives 1.38B * 0.06 * 0.22 * 0.5 * 0.04 = 0.35M targeting population in US and Japan

 2.  0.35M people * 12months/year * 1pckg/month = 4.35M pckg/year

 3. Regard the result from ② as a peak sales in Year 5.

Sales forecast is to be readjusted upon completion of year 1 to reflect actual market condition.  Apply to only resistant HTN only.  Year 1 = 1 year after approval for resistant HTN.

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EX1A-6 MAT CTRCT

Exhibit 6.2

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into and dated as of May 1, 2015, by and between Stocosil Inc., a Delaware corporation (“Company”), and Autotelic Inc., a Delaware corporation (“Autotelic”).  This Agreement is retroactive to the effective date of January 1, 2015.

Background

A. Company is in the business of commercializing certain candidate drugs and associated medical devices for monitoring drug levels in patients (collectively, “Products”).

B. Autotelic is an affiliate of Company, which is in the business of developing personalized Therapeutic Drug Monitoring (TDM) devices and provides “Services,” as defined below, to the Company.

C. Company desires to engage Autotelic to provide certain services upon the terms and conditions set forth in this Agreement.  Autotelic shall use its own personnel, furnishings, equipment and other assets to provide such Services upon the terms and conditions set forth in this Agreement.

D. Company and Autotelic desire to enter into a written agreement to provide a full statement of their respective rights, duties and obligations with respect to the Services provided for hereunder.

Agreement

Now, therefore, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

1.           DUTIES.  Autotelic will provide Company with the following business functions and services related to the Products (the “Services”) from time to time during regular business hours at Company’s request:

(a) Chemistry, Manufacturing and Controls services to define and document the nature of the drug substance and drug product, the manner in which both are made, and the manner in which the manufacturing process is controlled as such relate to the Products;

(b) Regulatory planning, submission, and meeting with regulatory agencies globally to obtain regulatory guidance, concurrence, and approval for clinical trial, regulatory approval path way and ultimately marketing approval.  Some examples of regulatory services include  submission of new drug application, labeling and marketing to FDA or any drug administration agency worldwide related to the Products;

(c) Nonclinical services to support the design, execution and submission of nonclinical studies to support IND/NDA approval.  These include mechanism of action studies, PK/ADME, Pharmacology, Safety Pharmacology and Toxicology;

(d) Clinical services to support the NDA.  These include protocol design, submission, and approval as SPA.  Interaction with KOLs and CROs to arrive at the appropriate protocol designs.  The conduct and operation of the clinical trials including budget negotiation, site selection, site activation, data collection, data management, datalock, data cleaning, report writing, safety monitoring.

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(e) Human resources function for Company’s employees, including employee training, development & discipline, insurances, 401k, stock options, candidate search, section, hiring and termination;

(f) Accounting, forecasting and finance functions to include vendor selection, purchasing, AP/AR, budgeting and financial projection, bookkeeping and auditing, fund raising through loan or stock sales;

(g) corporate compliance functions to include all SEC filings, K and Q, M&A support and due diligence, legal document reviews including CDA, contracts, corporate docs, all relevant corporate document filings with relevant governmental agencies such as EDD, EIN, Federal, State, and Local Registration; prosecution and defense;

(h) Business commercialization services including but not limited to generating leads, attending scientific/investor/partnering meetings, identification of potential partners, evaluation of potential drug candidates, term sheet negotiation, due diligence and licensing-in, licensing-out services;

(i) IP services to include planning, drafting, submission of patent application, responses to government agencies, prosecution, and defense; and

(j) Such other services as Company may request that Autotelic agrees to provide (which request and agreement shall be in writing).

Autotelic shall devote sufficient time and effort reasonably sufficient to provide the Services to Company so as to allow Company to pursue its business.

2.           ADDITIONAL DUTIES.  Autotelic shall provide Company during regular business hours with access to, and use of, Autotelic’s computer systems, laboratories, test equipment, telephone systems and office furniture and equipment (the “Additional Services” and together with the Services) reasonably sufficient to allow Company to pursue its business.

3.           RELATIONSHIP OF THE PARTIES.  It is understood that Autotelic’s retention hereunder does not constitute a master-servant relationship or that of an agent and principal.  Autotelic is authorized to subcontract with other persons or entities for any of the Services, or to provide the Services to other parties.

4.           TERM.  Subject to the termination provisions set forth in this Section 4, the term of this Agreement shall commence on the Effective Date and shall continue for ten (10) years, provided; however, in theeventthat one of the parties is in breach of the Agreement hereto at any time, the other party may terminate this Agreement by giving a written notice to the breaching party within thirty (30) days of such breach.This Agreement may also be terminated by either party upon not less than 90 days written notice; provided, however, that the final day of the term of this Agreement shall be on the last day of the calendar month in which any noticed termination date falls.  Sections 5, 6, 8 and 9 of this Agreement shall survive any termination of this Agreement.

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5.           OWNERSHIP OF INTELLECTUAL PROPERTY.                                                                                     

(a)           Except as may otherwise be agreed upon in writing between Company and Autotelic, Company shall own, and Autotelic hereby assigns and agrees to assign in the future as necessary, throughout the world in perpetuity, all right, title and interest in all work product, including all deliverables, and all rights in registrations, filings and applications related to such work product which is developed or created by Autotelic (whether alone or jointly with Company or a third party) pursuant to the Services (“Work Product”), including but not limited to, Work Product subject to protection under applicable patent, copyright or trademark laws or laws pertaining to trade secrets and database protection (all of such rights in Work Product being referred to herein as “Intellectual Property Rights”).  Autotelic also hereby irrevocably transfers and assigns to Company, and waives and agrees never to assert, any and all “Moral Rights” (as defined below) Autotelic may have in or with respect to any Work Product.  “Moral Rights” means any rights to claim authorship of Work Product, to object to or prevent any modification of any Work Product, to withdraw from circulation or control the publication or distribution of any Work Product, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right(s)”, “droit moral”, “artist right(s)” or otherwise.

(b)           Autotelic agrees to execute further documents, testify and provide additional information as necessary to effectuate the intent of this Section 5 without further consideration, including executing a separate document confirming the rights herein for the purpose of any filings with government agencies.  If Autotelic fails to execute such further documents, Autotelic hereby irrevocably appoints Company as its lawful attorney-in-fact, which constitutes a power coupled with an interest, with the right to execute and do all things necessary with respect to such documents to fulfill the purpose of this Section 5.

6.           INDEMNIFICATION AND LIMITATION ON LIABILITY.

(a)           Subject to Section 6(c) and 6(e) hereof, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities (as defined in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below)  or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation.

(b)           Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconduct.

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(c)           Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from  any gross negligence, recklessness or intentional misconduct by the other party.

(d)           As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements.

(e)           Notwithstanding anything herein to the contrary, absent fraud, willful misconduct or gross negligence, neither party shall be liable to the other for any claim of any kind, or for any damage arising out of or in connection with or resulting from this Agreement, or from the performance or breach thereof, in an amount not to exceed the total aggregate amount incurred for the work performed hereunder. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR LOSS OF GOOD WILL) ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.           COMPENSATION.

(a)           Services provided by Autotelic personnel.

i.           During the period commencing January 1, 2015 (the “Effective Date”) and until the date that Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 (the “Equity Finance Date”), Company shall pay Autotelic the following compensation: cash in an amount equal to the Actual Labor Cost (paid on a monthly basis), plus warrants for  shares of the Company’s common stock with a strike price no less than the fair market value of the Company’s common stock at the time said warrants are issued.  Warrants shall be issued to Autotelic each time that the Company receives an independent appraisal of the fair market value of a share of the Company’s common stock as of a stated date (the “Valuation Date”) that complies with the “reasonable application of a reasonable valuation method” standard set forth in Treasury Regulations §1.409A-1(b)(5)(iv)(B) (a “409A Valuation”).  Each time that a 409A Valuation is received, the Company shall issue warrants to Autotelic for the number of shares of its common stock calculated as follows:  (1) the Actual Labor Cost for the period commencing on the later of (A) the Effective Date or (B) the day after the Valuation Date used in the latest 409A Valuation issued prior to the new 409A Valuation, and ending on the Valuation Date of the new 409A Valuation, divided by (2) the warrant price as calculate using fair market value of a share of the Company’s common stock as set forth in the new 409A Valuation.  The warrant price will be documented and be part of the 409A valuation.  For example, say that the Company’s first 409A Valuation is issued on June 15, 2015, and that it concludes that the warrant price of a share of the Company’s stock as of May 31, 2015 (the Valuation Date) is $1.00 and FMV of $5.00, and that the Actual Labor Cost for the period January 1, 2015 – May 31, 2015 is $1,000.  Promptly after the Company receives the 409A Valuation on June 15, 2015, it would issue to Autotelic warrants for 1,000 shares of its common stock ($1,000 of Actual Labor Cost divided by $1 per warrant price) at an exercise price of $5.00 per share.  If the next 409A Valuation is issued on January 15, 2016 and it concludes that

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the  warrant price of a share of the Company’s common stock as of December 31, 2015 (the Valuation Date) is $1.05 and FMV of $5.00, and the Actual Labor Cost for the period June 1 – December 31, 2015 is $1,100, then promptly after it receives the 409A Valuation on January 15, 2016 the Company would issue to Autotelic warrants for 1,047 shares of its common stock ($1,100 Actual Labor Cost divided by $1.05 per warrant price) at an exercise price of $5.00 per share.

ii.          After the Equity Financing Date, Company shall pay Autotelic a cash amount equal to the Actual Labor Cost plus 100% mark up of providing the Services.

(b)           With reference to the provision of the Services and subject to Section 7(e), Actual Cost shall mean:

i. In the case of Autotelic’s personnel who provide Services to Company, to the product of (i) the “Average Percentage”, defined below, of such personnel  multiplied by (ii) the actual gross payroll in the corresponding month of such personnel.  The “Average Percentage” shall mean the total percentage, based on the employee daily working time sheet, of the personnel worked on each project divided by actual working days of each month.   Upon request, Autotelic shall provide Company with weekly time sheet to substantiate percentage of services performed.

ii. In the case of space used at Autotelic’s facilities, a pro-rata portion of all occupancy costs of each such facility, including, without limitation, rent, utilities, maintenance and taxes, pro-rated based upon the amount of space of such facility devoted solely to Company’s use compared to the total space of such facility.  In the case of any facility owned by Autotelic, rent shall be imputed based on the fair market value of comparable space similarly located and comparably equipped, as agreed upon in writing by the parties.

iii. In the case of expenses paid by Autotelic to third party contractors or material used in connection with the performance of the contracts, including but not limited to clinical trial, non-clinical trial, CMO, FDA regulatory process, CRO and CMC, Company shall pay Autotelic an amount equal to the actual invoice amount plus 20% mark up of providing the Services. Upon request, Autotelic shall provide Company with actual invoice received from the third party contractors or vendors.

iv. In the case of acquiring other assets by Autotelic in providing the Services such as equipment, software or databases, Company shall pay Autotelic an amount equals to the actual invoice amount times “estimated usage percentage”, without additional mark up.  The “estimated usage percentage” shall be determined, based on the annual projected usage percentage, estimated by the Autotelic’s project manager at the time of the acquisition, which shall be reviewed on an annual basis.

(c)           Company shall promptly reimburse Autotelic for any out-of-pocket expenses incurred in connection with the provision of the Services.

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(d)           Autotelic shall provide an accounting record of all identified Actual Cost, including but not limited to the payroll of employees,   rent, information technology sharing arrangements, the third party contractors or vendors and capital equipment costs, if any, which has been provided to Company by Autotelic prior to the signing of this agreement.

(e)           Autotelic shall maintain sufficient books and records to document the Actual Costs of providing the Services for not less than one year.  Company shall have the right to audit, or have audited by its accountants, such books and records upon three business days’ written notice to Autotelic during Autotelic’s normal business hours in a manner reasonable designed to minimize interference with Autotelic’s normal business activities.  Any such audit shall be at Company’s sole cost and expense, except that if such audit reveals overcharges of more than three percent, Autotelic shall reimburse Company for the reasonable cost of such audit.

8.           Payment Terms

(a) Except as otherwise set forth in this Agreement, any undisputed sum due to Autotelic pursuant to this Agreement shall be payable within thirty (30)days following Company's acceptance of the Service/Products or receipt of the applicable invoice by Autotelic, whichever is later.

(b)           Notwithstanding any other provision in this Agreement to the contrary, Company shall not withholds any specific amount to Autotelic because of a legitimate dispute between the parties as to that specific amount, pending the resolution of the disputed amount.

(c)           In the event that Company is not able to remit any amount as set forth in Section 8(a), Company agrees to enter a promissory note agreement to evidence the amount owed to Autotelic.  The promissory note agreement shall be comprised of certain terms, which will include but not limited to an interest rate of three (3) percent per annum and a maturity date for no more than two (2) years.

(d)           Company acknowledges and agrees that it shall have no right to set off against any amounts under this Agreement, or any invoices issued by Autotelic related to this Agreement, any and all amounts due to Autotelic from Company.

9.           CONFIDENTIALITY.

(a)           In furthering the transactions contemplated in this Agreement, each of the parties may have in the past or may in the future disclose its Confidential Information to the other party.  For purposes of this Agreement, “Confidential Information” means all information and material which is proprietary to the disclosing party, whether or not marked as “confidential” or “proprietary” and which is disclosed to another party hereto, which relates to the disclosing party’s past, present, or future research, development, or business activities.  Confidential Information does not include any information which (i) was in the lawful and unrestricted possession of the receiving party prior to its disclosure to the receiving party by the disclosing party, (ii) is or becomes generally available to the public by acts other than those of the receiving party after receiving it, or (iii) has been received lawfully and in good faith by the receiving party from a third party who did not derive it from the disclosing  party or (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation (provided the receiving party provides reasonably prompt notice of such obligation to the disclosing party after receiving party learns of such obligation).

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(b)           Each party hereto agrees not to disclose to third parties other than the parties’ professional advisers, or allow access by third parties, to any Confidential Information of the other party during the term of this Agreement and for 5 years  afterwards as the pertinent information or data remain Confidential Information, regardless of whether the Confidential Information is in written or tangible form.

The party’s obligations hereunder, including the obligations to protect and preserve the secrecy of Proprietary Information delivered hereunder and to return Proprietary Information, shall survive any termination or expiration of this Agreement for a period of five (5) years.

(c)           Each of the parties understands and acknowledges that the Confidential Information of the other party has been developed or obtained by the investment of significant time, effort and expense and provides the disclosing party with a significant competitive advantage in its business.  If the receiving party fails to comply with any obligations pursuant to this Section 8 the disclosing party will suffer immediate, irreparable harm for which monetary damages will provide inadequate compensation.  Accordingly, the parties agree that the disclosing party will be entitled, in addition to any other remedies available to it, at law or in equity, to injunctive relief to specifically enforce the terms of this Section 8

10.           MISCELLANEOUS.

(a)           Both parties agree that the Agreement is enforceable even if a liquidation event occurs.  Liquidation event is defined as a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive licenseor other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event

(b)           Each party hereto shall cooperate with the other party and agrees to execute and deliver all further instruments, documents and papers, and shall perform any and all acts necessary or reasonably desirable, to give full force and effect to all of the terms and provisions of this Agreement.

(c)           The headings herein are for convenience only, do constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

(d)           This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party shall have the right or the power to assign any of its rights, or delegate or subcontract the performance of any of its obligations under this Agreement, without the prior written authorization of the other party, such written authorization not to be unreasonably withheld or delayed; provided, however, that the prior written authorization of the other party shall not be required for a party to assign any of its rights, or delegate or subcontract the performance of any of its obligations hereunder to an affiliate or pursuant to a sale of substantially all of the assets of the party, merger, consolidation, reorganization or other similar transaction.

(e)           This Agreement contains the entire agreement between Autotelic and Company, concerning the subject matter hereof, supersedes all other drafts, understandings or agreements, and shall be governed by and construed under the laws of the State of California, without regard to choice of law provisions.  This Agreement shall not be amended or modified unless by written agreement between Company and Autotelic.  Nothing herein shall limit or modify the duties, rights or obligations of Company and the Autotelic arising from Autotelic’s direct or indirect interest in Company or under any agreement in respect of such interest.  In the event of a conflict between this Agreement and any such agreement, the terms of such agreement shall control.

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(f)           Except for a party’s rights to injunctive relief under Section 8 (c) above, any controversy or claim arising out of or relating to this Agreement or relating to the Services, the Work Product, the parties’ relationship, the enforcement or interpretation of this Agreement, or because of an alleged breach, default or misrepresentation in connection with this Agreement, shall be determined by final, binding and confidential arbitration. The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement. Such arbitration shall take place in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. California Code of Civil Procedure Section 1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and such Code Section is incorporated herein by reference. Discovery issues shall be decided by the arbitrator. Post-hearing briefs shall be permitted. The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. In addition, either party may seek, from a court of competent jurisdiction in Los Angeles County, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).

(g)           If any provision of this Agreement is declared to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Agreement.  All remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid or unenforceable provisions had never been part of this Agreement.

(h)           This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Facsimile or electronically mailed scanned signatures are acceptable and shall constitute an original signature.

(i)           Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.

(j)           In the event that any party to this Agreement shall commence any suit or action to interpret or enforce this Agreement, the prevailing party in such action shall recover that party's costs and expenses incurred in connection with the suit or action, including attorney fees and costs of appeal, if any.

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The authorized representative of each party hereby executes this Agreement as of the date first set forth above.

STOCOSIL INC.

By:                                                                           

        Pyng Soon, CEO

AUTOTELIC INC.

By:                                                                           

       Chao Hsiao, COO                                           

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EX1A-6 MAT CTRCT

Exhibit 6.3

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"), AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT, AND AS REQUIRED BY BLUE SKY LAWS IN EFFECT AS TO SUCH TRANSFER, UNLESS AN EXEMPTION FROM SUCH REGISTRATION UNDER STATE AND FEDERAL LAW IS AVAILABLE

CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective and dated for references purposes as of February _____, 2015 (the “Effective Date”), by and between Stocosil Inc., a Delaware corporation (the “Company”) and the investor whose name and signature are set forth on the signature page to this Agreement (the “Investor”).

RECITALS

Investor desires to purchase from the Company, and the Company desires to sell to Investor, a convertible promissory note initially due and payable on January 31, 2017, in form and substance attached hereto as Exhibit A (the “Note”), all on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties contained in this Agreement, the parties hereby agree as follows:

1.           Purchase and Sale of Note.

a.           Sale and Issuance of Note.  Subject to the terms and conditions of this Agreement, Investor agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to Investor at the Closing, the Note in the principal amount set forth on the signature page hereto (the “Note Principal”) to purchase at $0.60 per share (the “Exercise Price”) that number of Shares equal to the quotient obtained by dividing the Note Principal by the Exercise Price (and where the reference is applicable, the Note and all equity underlying the Note, collectively, the “Securities”).

                      b.           Payment and Delivery.  Investor shall purchase the Note by making payment to the Company in cash, by check or wire transfer of funds of the aggregate purchase price as set forth on the signature page  (the “Purchase Price”) delivered to the Company on the date set forth on the signature page (the "Closing").

c.           Delivery of Note.  Upon Investor’s delivery of the Purchase Price in full and a fully executed and completed original of this Purchase Agreement, and after the Company determines that all applicable securities laws have been satisfied, the Company will deliver the Note to Investor.

2.           Company's Representations and Warranties.  Except as set forth on the Schedule of Exceptions attached hereto, the Company hereby represents and warrants to Investor as of the Effective Date as follows:

a.           Organization, Good Standing and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and sell the Securities, and to carry out the provisions of this Agreement and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

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b.           Authorization; Binding Obligations.  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, and the Securities and the performance of all obligations of the Company hereunder and thereunder at the Closing has been taken or will be taken prior to the Closing

c.           Liabilities/Capitalization. The Company does not have as of the Effective Date in excess of $25,000 of liabilities in the aggregate (other than obligations of the Company arising from trade payables incurred in the ordinary course of business. The Company's capitalization of outstanding equity is less than $100,000.

3.           Investor Representations and Warranties.  Investor represents and warrants to the Company that:

a.           Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out their provisions.  All action on Investor’s part required for the lawful execution and delivery of this Agreement and the Note have been or will be effectively taken prior to the Closing.

b.           Account. Investor is acquiring the Securities for investment for Investor’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor has no present intention of selling or distributing any of the Securities.  Investor understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment as expressed herein.

c.           Access to Data.  Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Securities, including an opportunity to receive, review and understand the Company's financial statements, capitalization and other business information as Investor deems prudent. Investor acknowledges that no other representations or warranties, oral or written, have been made by the Company or any affiliate or agent thereof except as set forth in this Agreement.

d.           No Fairness Determination.  Investor is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Securities.

e.           Knowledge and Experience.  Investor has such knowledge and experience in financial and business matters, including investments in other start-up companies that such individual is capable of evaluating the merits and risks of the investment in the Securities and it is able to bear the economic risk of such investment. Investor is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended.  Further, Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities.

g.           No Public Market. Investor is aware that there is currently no public market for the Company's securities.  There is no guarantee that a public market will develop at any time in the future.  Investor understands that the Securities are all unregistered and may not presently be sold. Investor understands that the Securities cannot be readily sold or liquidated in case of an emergency or other financial need.  Investor has sufficient liquid assets available so that the purchase and holding of the Securities will not cause Investor undue financial difficulties.

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h.           Rule 144.  Investor acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Investor has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

i.           Residence.   Investor resides in the state identified in the address set forth on the signature page.

4.           Public Offering Lock-Up. In connection with any underwritten public registration of the Company's securities, Investor agrees, upon the request of the Company or the underwriters managing such underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Securities without the prior written consent of the Company and such underwriters, as the case may be, for a period of time, not to exceed thirty days (30) before and one hundred eighty (180) days after the effective date of such registration.  The Company and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said 180-day period.

5.           Restrictive Legends.   Each instrument evidencing the Securities which Investor may purchase hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for the Company) may be imprinted with legends substantially in the following form:

THE SECURITIES OF THE COMPANY OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE ACT, AND THE SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN THE STATES WHERE THIS OFFERING IS MADE.  THEREFORE, THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.  THESE SECURITIES MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS PURSUANT TO EXEMPTIONS IN THE VARIOUS STATES WHERE THEY ARE BEING SOLD.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN CONVERTIBLE NOTE  PURCHASE AGREEMENT DATED EFFECTIVE February ________, 2015 BY AND BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY AS WELL AS THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST.

The Company shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

6.           Reliance.  Investor is aware that the Company is relying on the accuracy of the above representations to establish compliance with Federal and State securities laws.  If any such warranties or representations are not true and accurate in any respect as of the Closing, Investor shall so notify the Company in writing immediately and shall be cause for rescission by the Company at its sole election. Investor shall indemnify the Company and its affiliates, legal counsel and agents against all losses, claims, costs, expenses and damages or liabilities, including reasonable attorneys' fees, which such parties may suffer or incur caused or in connection with or arising out of, directly or indirectly, from their reliance on such warranties and representations.

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7.           Miscellaneous.

a.           Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.

b.           Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

c.           Entire Agreement.  This Agreement and the Exhibits attached hereto constitute the entire agreement and understanding between the parties with respect to the subject matters herein, and supersede and replace any prior agreements and understandings, whether oral or written between and among them with respect to such matters.  The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of the Company and Investor.  Investor acknowledges, however, that the Note may be amended by a majority in interest of the holders thereof as set forth in the Note.

d.           Title and Subtitles. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

e.           Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

f.           Applicable Law.  This Agreement shall be governed by and construed in accordance with laws of the State of California, applicable to contracts between California residents entered into and to be performed entirely within the State of California.

g.           Venue. Any action, arbitration, or proceeding arising directly or indirectly from this Agreement or any other instrument or security referenced herein shall be litigated or arbitrated, as appropriate, in Orange County, California.

h.           Authority.  If Investor is a corporation, partnership, trust or estate: (i) the individual executing and delivering this Agreement on behalf of Investor has been duly authorized and is duly qualified to execute and deliver this Agreement in connection with the purchase of the Securities and (ii) the signature of such individual is binding upon Investor.

i.           Notices.  All notices and other communications provided for or permitted hereunder shall be made by hand-delivery, facsimile, or overnight air courier guaranteeing next day delivery at the addresses set forth on the signature page hereof to the Investor and with respect to the Company at its principal place of business. All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; when receipt acknowledged, if faxed; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  The parties may change the addresses to which notices are to be given by giving five days prior written notice of such change in accordance herewith.

j.           Waiver of Potential Conflicts of Interest.  The Investor represents that it has had the opportunity and been advised by the Company to consult with independent counsel concerning entering into the transactions contemplated herein.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

INVESTOR                                                                           STOCOSIL INC.

By:                                                                            By:                                                                           

        (Signature)                                                                                            (Signature)

       ___________________                                               ______________________

       (Print Name)                                                                                  (Print Name)

       (Address for Notices and Investment Decisions)

Note Principal $__,000

Purchase Price $__,000

Number of Common Shares (rounded to nearest whole number and qualified in its entirety by the terms of the Note) = ______,000 (100% of Note Principal Divided by $0.60)

Closing Date:                                _________________________

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EXHIBIT A

FORM OF CONVERTIBLE NOTE

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE ARE SUBJECT TO A 180-DAY MARKET STAND-OFF RESTRICTION AS SET FORTH HEREIN.  AS A RESULT OF SUCH RESTRICTION, THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT BY THE COMPANY AS SET FORTH IN SECTION 10 BELOW.  SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE.

CONVERTIBLE PROMISSORY NOTE

(Due: January 31, 2017)

$___,000 Effective Date Jan. 26, 2015

 Fountain Valley, California

FOR VALUE RECEIVED, the undersigned, Autotelic Inc., a Delaware corporation (“Payor” or the “Company”) promises to pay to the order of ___________, an individual investor or his/her assigns (hereinafter, with any subsequent holder, the “Holder”) the principal sum of __________________ Dollars ($___,000) with interest on the unpaid principal from the Commencement Interest Date at a rate of three percent (3.0%) per annum. Interest shall be calculated on the basis of the actual number of days elapsed over a 365-day year, and shall commence to accrue on the date hereof and shall continue on the outstanding principal until paid in full. This Note is issued pursuant to that certain Convertible Note Purchase Agreement by and between the Company and the original Holder hereof (the “Purchase Agreement”). This Note is one of a duly authorized series of Notes of the Company (which Notes are substantively substantially identical except for the variations necessary to express the name of the Holder, number, Commencement Interest Date and the principal amount under each Note), which Notes together are designated “Series A Notes”.

1.           Application of Payments.  All payments of principal and interest shall be in lawful money of the United States of America.  All payments on account of the indebtedness evidenced by this Note shall be applied first to any and all costs, expenses and other charges then owed the Holder by Payor, second, to accrued and unpaid interest, and thereafter to the unpaid principal balance hereof.

2.           Maturity Date.  Unless this Note has been converted pursuant to the terms and conditions of this Note or unless earlier accelerated by the terms of this Note, the principal amount hereof, together with all unpaid accrued interest hereon and all other fees, costs and charges, if any, shall be due and payable on January 31, 2017 (the “Maturity Date”).  No payments of principal or interest are required hereunder until the Maturity Date, except as otherwise provided herein. If this Note is not repaid in full when due (either upon the Maturity Date or upon an Event of Default or otherwise), then the default interest rate shall be six percent per annum (6%), which shall continue to accrue on the balance of any unpaid principal until such balance is paid in full.

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3.           Prepayment. Prior to the Maturity Date, this Note may not be prepaid by Payor, in whole or in part, except with the express written consent of the Holder or a “Majority Holders” (as defined below).

4.           Events of Default.  If any of the following events shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Payor:

(a)           a failure by Payor to pay as and when due the principal and interest due on this Note or any portion thereof, and such failure shall continue for a period of thirty (30) days following written notice from Holder to the Company of such failure; or

(b)           a failure by Payor to perform any term, covenant or agreement contained in this Note or the Purchase Agreement and such default is not cured by Payor within sixty (60) days after the Holder has given Payor written notice of such default; or

(c)           the institution by Payor of proceedings to be adjudicated a bankrupt or insolvent, or the appointment of a receiver, trustee, or other similar official of Payor, or the making by Payor of an assignment for the benefit of creditors, or the admission by Payor in writing of its inability to pay its debts generally as they become due; or

(d)           if, within ninety (90) days after the commencement of an action against Payor seeking any bankruptcy, insolvency, reorganization, dissolution or similar relief, such action shall not have been dismissed.

5.           Automatic Conversion.  Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as follows:

(a)           In the event of a next equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”), the principal amount  on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company.  This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to ___,000 sharesof the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion.

As a condition precedent to the issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stock.

(b)           In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 sharesof the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”).  This Note shall be deemed automatically cancelled immediately upon such conversion.

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“Company’s Sale” shall mean “(i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any share acquisition, reorganization, merger or consolidation but excluding any bona fide sale of shares for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or (ii) a sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions. 

6.           Notice.  Written notice shall be delivered to the Holder at the address last shown on the records of Payor for the Holder or given by the Holder to Payor, notifying the Holder or Payor of any conversion to be effected hereunder, specifying the applicable conversion price and the principal amount (together with any interest if applicable) of the Note to be converted.

7.           Mechanics of Conversion.  As promptly as practicable after the conversion of this Note and after the Holder has surrendered the Note to Payor and satisfied the conditions precedent to issuance described above,  Payor will issue and deliver to the Holder of this Note, a certificate or certificates representing the full number of shares issuable upon such conversion (and the issuance of such certificate or certificates shall be made without charge to the Holder of the Note for any issuance tax in respect thereof or other cost incurred by Payor in connection with such conversion and the related issuance of shares). All rights with respect to this Note shall terminate upon the issuance of the Next Equity Financing Stock or Company’s Sale Stock upon conversion of this Note, whether or not this Note has been surrendered and whether or not all purchase, or other agreements have been executed and delivered by Holder to the Company.  Notwithstanding the foregoing, Holder agrees to surrender this Note to the Company for cancellation as soon as is possible following conversion of this Note.  Holder shall not be entitled to receive any certificate representing the shares of the Next Equity Financing Stock or Company’s Sale Stock to be issued upon conversion of this Note until the original of this Note is surrendered to the Company and the agreements and/or documents referenced herein have been executed and delivered to the Company.

8.           No Rights or Liabilities as a Stockholder. This Note does not by itself entitle Holder to any voting rights or other rights as a stockholder of the Company.  In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

9.           Assignment.   The Company and Holder hereby agree that neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Holder; provided, further, that such transferee executes an acknowledgement that such transferee is subject to all the terms and conditions of this Note and satisfies the Company as to compliance with State and federal securities law as provided in the Purchase Agreement, including but not limited to re-affirmation by transferee that it confirms as to itself all of the representations and warranties set forth in Section 3 of the Convertible Note Purchase Agreement.  The rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.  The Company and Holder hereby agree that that all shares issuable upon conversion of this Note pursuant to the provisions of this Note shall be subject to the terms and conditions of the definitive agreements entered into by Holder and the Company in connection with such conversion and the Next Equity Financing or Company’s Sale as applicable, including the restrictions on transfer contained therein

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10.           Public Offering Lock-Up.      In connection with any underwritten public registration of the Corporation's securities, Holder agrees, upon the request of the Company or the underwriters managing such underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities issuable hereunder without the prior written consent of the Company and such underwriters, as the case may be, for a period of time, not to exceed thirty (30) days before and one hundred and eighty (180) days after the effective date of such registration (the “Lock-up Period”).  Upon request by the Company, Holder shall enter into any further agreement in writing in a form reasonably satisfactory to the Company and such underwriters to effectuate this lock-up.  The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the Lock-up Period.

11.           Binding Intent.  Subject to the restrictions on transfer set forth above, the rights and obligations of Payor and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

12.           Payment of Costs of Collection.  Payor shall be liable for all out-of-pocket costs and expenses of collection, including reasonable attorneys’ fees, incurred by the Holder and arising by virtue of an uncured default of this Note by the Company.

13.           Waivers.  Payor hereby waives demand, notice, presentment, protest and notice of dishonor.  The terms of this Note shall be construed in accordance with the laws of the State of Delaware.

14.         Amendment or Waiver. Any term of this Note, including but not limited to the Maturity Date and conversion terms, together with any terms of all other Series A Notes, may be amended or terminated with the written consent of the Company and the holders of Series A Notes representing not less than a majority of the then outstanding principal under all such Series A Notes (“Majority Holders”). Any such amendment or termination shall apply to all such Series A Notes and the holders thereof whether any particular Holder consented or not.

15.           Severability.  In the event any one or more of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal, or unenforceable in whole or in part or in any respect, or in the event any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note.  In such instance, this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced or disturbed thereby.

16.           No Setoff or Counterclaim.  All payments by Payor under this Note shall be made without setoff or counterclaim and be free and clear and without any deductions or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law.

17.           Delays or Omissions.  No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

18.           Headings.  The headings in this Note are for convenience of reference only and shall not define or limit any terms or provisions hereof.

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IN WITNESS WHEREOF, Payor has caused this Note to be signed in its name as of the date first above written.

Stocosil Inc.

By:                                                                      

Name: __________, Director

Acknowledged by:

_____________________________________

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EX1A-6 MAT CTRCT

Exhibit 6.4

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"), AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT, AND AS REQUIRED BY BLUE SKY LAWS IN EFFECT AS TO SUCH TRANSFER, UNLESS AN EXEMPTION FROM SUCH REGISTRATION UNDER STATE AND FEDERAL LAW IS AVAILABLE

CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective and dated for references purposes as of December _____, 2015 (the “Effective Date”), by and between Stocosil Inc., a Delaware corporation (the “Company”) and the investor whose name and signature are set forth on the signature page to this Agreement (the “Investor”).

RECITALS

Investor desires to purchase from the Company, and the Company desires to sell to Investor, a convertible promissory note initially due and payable on January 31, 2017, in form and substance attached hereto as Exhibit A (the “Note”), all on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties contained in this Agreement, the parties hereby agree as follows:

1.           Purchase and Sale of Note.

a.           Sale and Issuance of Note.  Subject to the terms and conditions of this Agreement, Investor agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to Investor at the Closing, the Note in the principal amount set forth on the signature page hereto (the “Note Principal”) to purchase at $0.60 per share (the “Exercise Price”) that number of Shares equal to the quotient obtained by dividing the Note Principal by the Exercise Price (and where the reference is applicable, the Note and all equity underlying the Note, collectively, the “Securities”).

                      b.           Payment and Delivery.  Investor shall purchase the Note by making payment to the Company in cash, by check or wire transfer of funds of the aggregate purchase price as set forth on the signature page  (the “Purchase Price”) delivered to the Company on the date set forth on the signature page (the "Closing").

c.           Delivery of Note.  Upon Investor’s delivery of the Purchase Price in full and a fully executed and completed original of this Purchase Agreement, and after the Company determines that all applicable securities laws have been satisfied, the Company will deliver the Note to Investor.

2.           Company's Representations and Warranties.  Except as set forth on the Schedule of Exceptions attached hereto, the Company hereby represents and warrants to Investor as of the Effective Date as follows:

a.           Organization, Good Standing and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and sell the Securities, and to carry out the provisions of this Agreement and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

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b.           Authorization; Binding Obligations.  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, and the Securities and the performance of all obligations of the Company hereunder and thereunder at the Closing has been taken or will be taken prior to the Closing

c.           Liabilities/Capitalization. The Company does not have as of the Effective Date in excess of $25,000 of liabilities in the aggregate (other than obligations of the Company arising from trade payables incurred in the ordinary course of business. The Company's capitalization of outstanding equity is less than $100,000.

3.           Investor Representations and Warranties.  Investor represents and warrants to the Company that:

a.           Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out their provisions.  All action on Investor’s part required for the lawful execution and delivery of this Agreement and the Note have been or will be effectively taken prior to the Closing.

b.           Account. Investor is acquiring the Securities for investment for Investor’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor has no present intention of selling or distributing any of the Securities.  Investor understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment as expressed herein.

c.           Access to Data.  Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Securities, including an opportunity to receive, review and understand the Company's financial statements, capitalization and other business information as Investor deems prudent. Investor acknowledges that no other representations or warranties, oral or written, have been made by the Company or any affiliate or agent thereof except as set forth in this Agreement.

d.           No Fairness Determination.  Investor is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Securities.

e.           Knowledge and Experience.  Investor has such knowledge and experience in financial and business matters, including investments in other start-up companies that such individual is capable of evaluating the merits and risks of the investment in the Securities and it is able to bear the economic risk of such investment. Investor is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended.  Further, Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities.

g.           No Public Market. Investor is aware that there is currently no public market for the Company's securities.  There is no guarantee that a public market will develop at any time in the future.  Investor understands that the Securities are all unregistered and may not presently be sold. Investor understands that the Securities cannot be readily sold or liquidated in case of an emergency or other financial need.  Investor has sufficient liquid assets available so that the purchase and holding of the Securities will not cause Investor undue financial difficulties.

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h.           Rule 144.  Investor acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Investor has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

i.           Residence.   Investor resides in the state identified in the address set forth on the signature page.

4.           Public Offering Lock-Up. In connection with any underwritten public registration of the Company's securities, Investor agrees, upon the request of the Company or the underwriters managing such underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Securities without the prior written consent of the Company and such underwriters, as the case may be, for a period of time, not to exceed thirty days (30) before and one hundred eighty (180) days after the effective date of such registration.  The Company and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said 180-day period.

5.           Restrictive Legends.   Each instrument evidencing the Securities which Investor may purchase hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for the Company) may be imprinted with legends substantially in the following form:

THE SECURITIES OF THE COMPANY OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE ACT, AND THE SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN THE STATES WHERE THIS OFFERING IS MADE.  THEREFORE, THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.  THESE SECURITIES MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS PURSUANT TO EXEMPTIONS IN THE VARIOUS STATES WHERE THEY ARE BEING SOLD.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN CONVERTIBLE NOTE  PURCHASE AGREEMENT DATED EFFECTIVE December ________, 2015 BY AND BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY AS WELL AS THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST.

The Company shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

6.           Reliance.  Investor is aware that the Company is relying on the accuracy of the above representations to establish compliance with Federal and State securities laws.  If any such warranties or representations are not true and accurate in any respect as of the Closing, Investor shall so notify the Company in writing immediately and shall be cause for rescission by the Company at its sole election. Investor shall indemnify the Company and its affiliates, legal counsel and agents against all losses, claims, costs, expenses and damages or liabilities, including reasonable attorneys' fees, which such parties may suffer or incur caused or in connection with or arising out of, directly or indirectly, from their reliance on such warranties and representations.

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7.           Miscellaneous.

a.           Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.

b.           Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

c.           Entire Agreement.  This Agreement and the Exhibits attached hereto constitute the entire agreement and understanding between the parties with respect to the subject matters herein, and supersede and replace any prior agreements and understandings, whether oral or written between and among them with respect to such matters.  The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of the Company and Investor.  Investor acknowledges, however, that the Note may be amended by a majority in interest of the holders thereof as set forth in the Note.

d.           Title and Subtitles. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

e.           Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

f.           Applicable Law.  This Agreement shall be governed by and construed in accordance with laws of the State of California, applicable to contracts between California residents entered into and to be performed entirely within the State of California.

g.           Venue. Any action, arbitration, or proceeding arising directly or indirectly from this Agreement or any other instrument or security referenced herein shall be litigated or arbitrated, as appropriate, in Orange County, California.

h.           Authority.  If Investor is a corporation, partnership, trust or estate: (i) the individual executing and delivering this Agreement on behalf of Investor has been duly authorized and is duly qualified to execute and deliver this Agreement in connection with the purchase of the Securities and (ii) the signature of such individual is binding upon Investor.

i.           Notices.  All notices and other communications provided for or permitted hereunder shall be made by hand-delivery, facsimile, or overnight air courier guaranteeing next day delivery at the addresses set forth on the signature page hereof to the Investor and with respect to the Company at its principal place of business. All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; when receipt acknowledged, if faxed; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  The parties may change the addresses to which notices are to be given by giving five days prior written notice of such change in accordance herewith.

j.           Waiver of Potential Conflicts of Interest.  The Investor represents that it has had the opportunity and been advised by the Company to consult with independent counsel concerning entering into the transactions contemplated herein.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

INVESTOR                                                                           STOCOSIL INC.

By:                                                                            By:                                                                           

        (Signature)                                                                                            (Signature)

       ___________________                                               ______________________

       (Print Name)                                                                                  (Print Name)

       (Address for Notices and Investment Decisions)

Note Principal $,000

Purchase Price $,000

Number of Common Shares (rounded to nearest whole number and qualified in its entirety by the terms of the Note) = _______ (100% of Note Principal Divided by $0.60)

Closing Date:                                _________________________

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EXHIBIT A

FORM OF CONVERTIBLE NOTE

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE ARE SUBJECT TO A 180-DAY MARKET STAND-OFF RESTRICTION AS SET FORTH HEREIN.  AS A RESULT OF SUCH RESTRICTION, THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT BY THE COMPANY AS SET FORTH IN SECTION 10 BELOW.  SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE.

CONVERTIBLE PROMISSORY NOTE

(Due: January 31, 2017)

$____,000 Effective Date ______, 2015

 Fountain Valley, California

FOR VALUE RECEIVED, the undersigned, Autotelic Inc., a Delaware corporation (“Payor” or the “Company”) promises to pay to the order of ___________, an individual investor or his/her assigns (hereinafter, with any subsequent holder, the “Holder”) the principal sum of ______________ Dollars ($______) with interest on the unpaid principal from the Commencement Interest Date at a rate of three percent (3.0%) per annum. Interest shall be calculated on the basis of the actual number of days elapsed over a 365-day year, and shall commence to accrue on the date hereof and shall continue on the outstanding principal until paid in full. This Note is issued pursuant to that certain Convertible Note Purchase Agreement by and between the Company and the original Holder hereof (the “Purchase Agreement”). This Note is one of a duly authorized series of Notes of the Company (which Notes are substantively substantially identical except for the variations necessary to express the name of the Holder, number, Commencement Interest Date and the principal amount under each Note), which Notes together are designated “Series A Notes”.

1.           Application of Payments.  All payments of principal and interest shall be in lawful money of the United States of America.  All payments on account of the indebtedness evidenced by this Note shall be applied first to any and all costs, expenses and other charges then owed the Holder by Payor, second, to accrued and unpaid interest, and thereafter to the unpaid principal balance hereof.

2.           Maturity Date.  Unless this Note has been converted pursuant to the terms and conditions of this Note or unless earlier accelerated by the terms of this Note, the principal amount hereof, together with all unpaid accrued interest hereon and all other fees, costs and charges, if any, shall be due and payable on January 31, 2017 (the “Maturity Date”).  No payments of principal or interest are required hereunder until the Maturity Date, except as otherwise provided herein. If this Note is not repaid in full when due (either upon the Maturity Date or upon an Event of Default or otherwise), then the default interest rate shall be six percent per annum (6%), which shall continue to accrue on the balance of any unpaid principal until such balance is paid in full.

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3.           Prepayment. Prior to the Maturity Date, this Note may not be prepaid by Payor, in whole or in part, except with the express written consent of the Holder or a “Majority Holders” (as defined below).

4.           Events of Default.  If any of the following events shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Payor:

(a)           a failure by Payor to pay as and when due the principal and interest due on this Note or any portion thereof, and such failure shall continue for a period of thirty (30) days following written notice from Holder to the Company of such failure; or

(b)           a failure by Payor to perform any term, covenant or agreement contained in this Note or the Purchase Agreement and such default is not cured by Payor within sixty (60) days after the Holder has given Payor written notice of such default; or

(c)           the institution by Payor of proceedings to be adjudicated a bankrupt or insolvent, or the appointment of a receiver, trustee, or other similar official of Payor, or the making by Payor of an assignment for the benefit of creditors, or the admission by Payor in writing of its inability to pay its debts generally as they become due; or

(d)           if, within ninety (90) days after the commencement of an action against Payor seeking any bankruptcy, insolvency, reorganization, dissolution or similar relief, such action shall not have been dismissed.

5.           Automatic Conversion.  Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as follows:

(a)           In the event of a next equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”), the principal amount  on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company.  This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to ___,000 sharesof the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion.

As a condition precedent to the issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stock.

(b)           In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 sharesof the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”).  This Note shall be deemed automatically cancelled immediately upon such conversion.

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“Company’s Sale” shall mean “(i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any share acquisition, reorganization, merger or consolidation but excluding any bona fide sale of shares for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or (ii) a sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions. 

6.           Notice.  Written notice shall be delivered to the Holder at the address last shown on the records of Payor for the Holder or given by the Holder to Payor, notifying the Holder or Payor of any conversion to be effected hereunder, specifying the applicable conversion price and the principal amount (together with any interest if applicable) of the Note to be converted.

7.           Mechanics of Conversion.  As promptly as practicable after the conversion of this Note and after the Holder has surrendered the Note to Payor and satisfied the conditions precedent to issuance described above,  Payor will issue and deliver to the Holder of this Note, a certificate or certificates representing the full number of shares issuable upon such conversion (and the issuance of such certificate or certificates shall be made without charge to the Holder of the Note for any issuance tax in respect thereof or other cost incurred by Payor in connection with such conversion and the related issuance of shares). All rights with respect to this Note shall terminate upon the issuance of the Next Equity Financing Stock or Company’s Sale Stock upon conversion of this Note, whether or not this Note has been surrendered and whether or not all purchase, or other agreements have been executed and delivered by Holder to the Company.  Notwithstanding the foregoing, Holder agrees to surrender this Note to the Company for cancellation as soon as is possible following conversion of this Note.  Holder shall not be entitled to receive any certificate representing the shares of the Next Equity Financing Stock or Company’s Sale Stock to be issued upon conversion of this Note until the original of this Note is surrendered to the Company and the agreements and/or documents referenced herein have been executed and delivered to the Company.

8.           No Rights or Liabilities as a Stockholder. This Note does not by itself entitle Holder to any voting rights or other rights as a stockholder of the Company.  In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

9.           Assignment.   The Company and Holder hereby agree that neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Holder; provided, further, that such transferee executes an acknowledgement that such transferee is subject to all the terms and conditions of this Note and satisfies the Company as to compliance with State and federal securities law as provided in the Purchase Agreement, including but not limited to re-affirmation by transferee that it confirms as to itself all of the representations and warranties set forth in Section 3 of the Convertible Note Purchase Agreement.  The rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.  The Company and Holder hereby agree that that all shares issuable upon conversion of this Note pursuant to the provisions of this Note shall be subject to the terms and conditions of the definitive agreements entered into by Holder and the Company in connection with such conversion and the Next Equity Financing or Company’s Sale as applicable, including the restrictions on transfer contained therein

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10.           Public Offering Lock-Up.  In connection with any underwritten public registration of the Corporation's securities, Holder agrees, upon the request of the Company or the underwriters managing such underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities issuable hereunder without the prior written consent of the Company and such underwriters, as the case may be, for a period of time, not to exceed thirty (30) days before and one hundred and eighty (180) days after the effective date of such registration (the “Lock-up Period”).  Upon request by the Company, Holder shall enter into any further agreement in writing in a form reasonably satisfactory to the Company and such underwriters to effectuate this lock-up.  The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the Lock-up Period.

11.           Binding Intent.  Subject to the restrictions on transfer set forth above, the rights and obligations of Payor and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

12.           Payment of Costs of Collection.  Payor shall be liable for all out-of-pocket costs and expenses of collection, including reasonable attorneys’ fees, incurred by the Holder and arising by virtue of an uncured default of this Note by the Company.

13.           Waivers.  Payor hereby waives demand, notice, presentment, protest and notice of dishonor.  The terms of this Note shall be construed in accordance with the laws of the State of Delaware.

14.         Amendment or Waiver. Any term of this Note, including but not limited to the Maturity Date and conversion terms, together with any terms of all other Series A Notes, may be amended or terminated with the written consent of the Company and the holders of Series A Notes representing not less than a majority of the then outstanding principal under all such Series A Notes (“Majority Holders”). Any such amendment or termination shall apply to all such Series A Notes and the holders thereof whether any particular Holder consented or not.

15.           Severability.  In the event any one or more of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal, or unenforceable in whole or in part or in any respect, or in the event any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note.  In such instance, this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced or disturbed thereby.

16.           No Setoff or Counterclaim.  All payments by Payor under this Note shall be made without setoff or counterclaim and be free and clear and without any deductions or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law.

17.           Delays or Omissions.  No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

18.           Headings.  The headings in this Note are for convenience of reference only and shall not define or limit any terms or provisions hereof.

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IN WITNESS WHEREOF, Payor has caused this Note to be signed in its name as of the date first above written.

Stocosil Inc.

By:                                                                      

Name: ___________, Director

Acknowledged by:

_____________________________________

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EX1A-6 MAT CTRCT

Exhibit 6.5

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"), AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT, AND AS REQUIRED BY BLUE SKY LAWS IN EFFECT AS TO SUCH TRANSFER, UNLESS AN EXEMPTION FROM SUCH REGISTRATION UNDER STATE AND FEDERAL LAW IS AVAILABLE

2016 CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS 2016 CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement” or “Note”) is made effective and dated for references purposes as of April 1, 2016 (the “Effective Date”), by and between Stocosil Inc., a Delaware corporation (the “Company”) and the investor whose name and signature are set forth on the signature page to this Agreement (the “Investor” or “Investors”).

RECITALS

Investor desires to purchase from the Company, and the Company desires to sell to Investor, a convertible promissory note initially due and payable on April 1, 2018, in form and substance attached hereto as Exhibit A (the “2016 Convertible Note”), all on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties contained in this Agreement, the parties hereby agree as follows:

1.           Purchase and Sale of Note.

a.           Sale and Issuance of Note.  Subject to the terms and conditions of this Agreement, Investor agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to Investor at the Closing, the Note in the principal amount set forth on the signature page hereto (the “Note Principal”) to purchase at $8.00 per share (the “Exercise Price”) that number of Shares equal to the quotient obtained by dividing the Note Principal by the Exercise Price (and where the reference is applicable, the Note and all equity underlying the Note, collectively, the “Securities”).

b.           Payment and Delivery.  Investor shall purchase the Note by making payment to the Company in cash, by check or wire transfer of funds of the aggregate purchase price as set forth on the signature page  (the “Purchase Price”) delivered to the Company on the date set forth on the signature page (the "Closing").

c.           Delivery of Note.  Upon Investor’s delivery of the Purchase Price in full and a fully executed and completed original of this Purchase Agreement, and after the Company determines that all applicable securities laws have been satisfied, the Company will deliver the Note to Investor.

2.           Company's Representations and Warranties.  Except as set forth on the Schedule of Exceptions attached hereto, the Company hereby represents and warrants to Investor as of the Effective Date as follows:

a.           Organization, Good Standing and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and sell the Securities, and to carry out the provisions of this Agreement and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

b.           Authorization; Binding Obligations.  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, and the Securities and the performance of all obligations of the Company hereunder and thereunder at the Closing has been taken or will be taken prior to the Closing.

c.           Liabilities. The Company does not have as of the Effective Date in excess of $25,000 of liabilities in the aggregate (other than obligations of the Company arising from trade payables incurred in the ordinary course of business and Convertible Notes.)

3.           Investor Representations and Warranties.  Investor represents and warrants to the Company that:

a.           Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out their provisions.  All action on Investor’s part required for the lawful execution and delivery of this Agreement and the Note have been or will be effectively taken prior to the Closing.

b.           Account. Investor is acquiring the Securities for investment for Investor’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Investor has no present intention of selling or distributing any of the Securities.  Investor understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment as expressed herein.

c.           Access to Data.  Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management and to obtain any additional information which Investor has deemed necessary or appropriate for deciding whether or not to purchase the Securities, including an opportunity to receive, review and understand the Company's financial statements, capitalization and other business information as Investor deems prudent. Investor acknowledges that no other representations or warranties, oral or written, have been made by the Company or any affiliate or agent thereof except as set forth in this Agreement.

d.           No Fairness Determination.  Investor is aware that no federal, state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation or endorsement of the Securities.

e.           Knowledge and Experience.  Investor has such knowledge and experience in financial and business matters, including investments in other start-up companies that such individual is capable of evaluating the merits and risks of the investment in the Securities and it is able to bear the economic risk of such investment. Investor is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended.  Further, Investor has such knowledge and experience in financial and business matters that such individual is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities.

g.           No Public Market. Investor is aware that there is currently no public market for the Company's securities.  There is no guarantee that a public market will develop at any time in the future.  Investor understands that the Securities are all unregistered and may not presently be sold. Investor understands that the Securities cannot be readily sold or liquidated in case of an emergency or other financial need.  Investor has sufficient liquid assets available so that the purchase and holding of the Securities will not cause Investor undue financial difficulties.

h.           Rule 144.  Investor acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Investor has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

i.           Residence.   Investor resides in the state identified in the address set forth on the signature page.

4.           Public Offering Lock-Up. In connection with any underwritten public registration of the Company's securities, Investor agrees, upon the request of the Company or the underwriters managing such underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Securities without the prior written consent of the Company and such underwriters, as the case may be, for a period of time, not to exceed thirty days (30) before and one hundred eighty (180) days after the effective date of such registration.  The Company and underwriters may request such additional written agreements in furtherance of such standoff in the form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares subject to the foregoing restrictions until the end of said 180-day period.

5.           Restrictive Legends.   Each instrument evidencing the Securities which Investor may purchase hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the counsel for the Company) may be imprinted with legends substantially in the following form:

THE SECURITIES OF THE COMPANY OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE ACT, AND THE SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN THE STATES WHERE THIS OFFERING IS MADE.  THEREFORE, THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.  THESE SECURITIES MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS PURSUANT TO EXEMPTIONS IN THE VARIOUS STATES WHERE THEY ARE BEING SOLD.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN 2016 SERIES A CONVERTIBLE NOTE  PURCHASE AGREEMENT DATED EFFECTIVE APRIL 1, 2016 BY AND BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY AS WELL AS THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST.

The Company shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

6.           Reliance.  Investor is aware that the Company is relying on the accuracy of the above representations to establish compliance with Federal and State securities laws.  If any such warranties or representations are not true and accurate in any respect as of the Closing, Investor shall so notify the Company in writing immediately and shall be cause for rescission by the Company at its sole election. Investor shall indemnify the Company and its affiliates, legal counsel and agents against all losses, claims, costs, expenses and damages or liabilities, including reasonable attorneys' fees, which such parties may suffer or incur caused or in connection with or arising out of, directly or indirectly, from their reliance on such warranties and representations.

7.           Miscellaneous.

a.           Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.

b.           Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

c.           Entire Agreement.  This Agreement and the Exhibits attached hereto constitute the entire agreement and understanding between the parties with respect to the subject matters herein, and supersede and replace any prior agreements and understandings, whether oral or written between and among them with respect to such matters.  The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of the Company and Investor.  Investor acknowledges, however, that the Note may be amended by a majority in interest of the holders thereof as set forth in the Note.

d.           Title and Subtitles. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

e.           Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

f.           Applicable Law.  This Agreement shall be governed by and construed in accordance with laws of the State of California, applicable to contracts between California residents entered into and to be performed entirely within the State of California.

g.           Venue. Any action, arbitration, or proceeding arising directly or indirectly from this Agreement or any other instrument or security referenced herein shall be litigated or arbitrated, as appropriate, in Orange County, California.

h.           Authority.  If Investor is a corporation, partnership, trust or estate: (i) the individual executing and delivering this Agreement on behalf of Investor has been duly authorized and is duly qualified to execute and deliver this Agreement in connection with the purchase of the Securities and (ii) the signature of such individual is binding upon Investor.

i.           Notices.  All notices and other communications provided for or permitted hereunder shall be made by hand-delivery, facsimile, or overnight air courier guaranteeing next day delivery at the addresses set forth on the signature page hereof to the Investor and with respect to the Company at its principal place of business. All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; when receipt acknowledged, if faxed; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  The parties may change the addresses to which notices are to be given by giving five days prior written notice of such change in accordance herewith.

j.           Waiver of Potential Conflicts of Interest.  The Investor represents that it has had the opportunity and been advised by the Company to consult with independent counsel concerning entering into the transactions contemplated herein.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

INVESTORS                                                                                                   STOCOSIL INC.

By: ________________________                                                             By: 

        THE HOLDER                                                                                                  PYNG SOON, CEO

___________________________                                                             _______________________________

(Print Name)                                                                                                                    (Print Name)

(Address for Notices and Investment Decisions)

1038 Robin Hood Lane

Norman, Oklahoma 73072

Note Principal $25,000

Purchase Price $25,000

Number of Common Shares (rounded to nearest whole number and qualified in its entirety by the terms of the Note) = 3,125 (100% of Note Principal Divided by $8.00)

Closing Date:        

EXHIBIT A

FORM OF CONVERTIBLE NOTE

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE ARE SUBJECT TO A 180-DAY MARKET STAND-OFF RESTRICTION AS SET FORTH HEREIN.  AS A RESULT OF SUCH RESTRICTION, THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT BY THE COMPANY AS SET FORTH IN SECTION 10 BELOW.  SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE.

2016 CONVERTIBLE PROMISSORY NOTE

(Due: April 1, 2018)

$25,000  Effective Date April 1, 2016 City of Industry, California

FOR VALUE RECEIVED, the undersigned, Stocosil Inc., a Delaware corporation (“Payor” or “Company”) promises to pay to the order of The holder, an individual investor, or her assigns (hereinafter, with any subsequent holder, the “Holder”) the principal sum of Twenty Five Thousand Dollars ($25,000) with interest on the unpaid principal from the Commencement Interest Date at a rate of three percent (3.0%) per annum.  Interest shall be calculated on the basis of the actual number of days elapsed over a 365-day year, and shall commence to accrue on the date hereof and shall continue on the outstanding principal until paid in full. This 2016 Convertible Note is issued pursuant to that certain 2015 Series A Convertible Note Purchase Agreement by and between the Company and the original Holder hereof (the “Purchase Agreement”).This Note is a duly authorized 2016 convertible Note of the Company (which has substantially identical terms to that certain 2015 Series A Convertible Note Subscription Agreement, except for the variations necessary to express the name of the Holder, number, Commencement Interest Date and the principal amount under each Note), which  together with subsequent issued 2016 convertible notes, if any, are designated as “2016 Series A Notes”.

1.           Application of Payments.  All payments of principal and interest shall be in lawful money of the United States of America.  All payments on account of the indebtedness evidenced by this Note shall be applied first to any and all costs, expenses and other charges then owed the Holder by Payor, second, to accrued and unpaid interest, and thereafter to the unpaid principal balance hereof.

2.           Maturity Date.  Unless this Note has been converted pursuant to the terms and conditions of this Note or unless earlier accelerated by the terms of this Note, the principal amount hereof, together with all unpaid accrued interest hereon and all other fees, costs and charges, if any, shall be due and payable on April 1, 2018 (the “Maturity Date”).  No payments of principal or interest are required hereunder until the Maturity Date, except as otherwise provided herein. If this Note is not repaid in full when due (either upon the Maturity Date or upon an Event of Default or otherwise), then the default interest rate shall be six percent per annum (6%), which shall continue to accrue on the balance of any unpaid principal until such balance is paid in full.

3.           Prepayment. Prior to the Maturity Date, this Note may not be prepaid by Payor, in whole or in part, except with the express written consent of the Holder or a “Majority Holders” (as defined below).

4.           Events of Default.  If any of the following events shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Payor:

   (a)           a failure by Payor to pay as and when due the principal and interest due on this Note or any portion thereof, and such failure shall continue for a period of thirty (30) days following written notice from Holder to the Company of such failure; or

(b)           a failure by Payor to perform any term, covenant or agreement contained in this Note or the Purchase Agreement and such default is not cured by Payor within sixty (60) days after the Holder has given Payor written notice of such default; or

(c)           the institution by Payor of proceedings to be adjudicated a bankrupt or insolvent, or the appointment of a receiver, trustee, or other similar official of Payor, or the making by Payor of an assignment for the benefit of creditors, or the admission by Payor in writing of its inability to pay its debts generally as they become due; or

(d)           if, within ninety (90) days after the commencement of an action against Payor seeking any bankruptcy, insolvency, reorganization, dissolution or similar relief, such action shall not have been dismissed.

5.           Automatic Conversion.  Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as follows:

(a)           In the event of a next equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”).  Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company.  This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to 3,125 shares of the Company’s Common Stock at an exercise price of $8.00 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such conversion.

As a condition precedent to the issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stock.

(b)           In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to 3,125 shares of the Company’s Common Stock at an exercise price of $8.00 per share (the “Exercise Price”).  This Note shall be deemed automatically cancelled immediately upon such conversion.

“Company’s Sale” shall mean “(i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any share acquisition, reorganization, merger or consolidation but excluding any bona fide sale of shares for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or (ii) a sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions. 

6.           Notice.  Written notice shall be delivered to the Holder at the address last shown on the records of Payor for the Holder or given by the Holder to Payor, notifying the Holder or Payor of any conversion to be effected hereunder, specifying the applicable conversion price and the principal amount (together with any interest if applicable) of the Note to be converted.

7.           Mechanics of Conversion.  As promptly as practicable after the conversion of this Note and after the Holder has surrendered the Note to Payor and satisfied the conditions precedent to issuance described above,  Payor will issue and deliver to the Holder of this Note, a certificate or certificates representing the full number of shares issuable upon such conversion (and the issuance of such certificate or certificates shall be made without charge to the Holder of the Note for any issuance tax in respect thereof or other cost incurred by Payor in connection with such conversion and the related issuance of shares). All rights with respect to this Note shall terminate upon the issuance of the Next Equity Financing Stock or Company’s Sale Stock upon conversion of this Note, whether or not this Note has been surrendered and whether or not all purchase, or other agreements have been executed and delivered by Holder to the Company.  Notwithstanding the foregoing, Holder agrees to surrender this Note to the Company for cancellation as soon as is possible following conversion of this Note.  Holder shall not be entitled to receive any certificate representing the shares of the Next Equity Financing Stock or Company’s Sale Stock to be issued upon conversion of this Note until the original of this Note is surrendered to the Company and the agreements and/or documents referenced herein have been executed and delivered to the Company.

8.           No Rights or Liabilities as a Stockholder. This Note does not by itself entitle Holder to any voting rights or other rights as a stockholder of the Company.  In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

9.           Assignment.  The Company and Holder hereby agree that neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Holder; provided, further, that such transferee executes an acknowledgement that such transferee is subject to all the terms and conditions of this Note and satisfies the Company as to compliance with State and federal securities law as provided in the Purchase Agreement, including but not limited to re-affirmation by transferee that it confirms as to itself all of the representations and warranties set forth in Section 3 of the Convertible Note Purchase Agreement.  The rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.  The Company and Holder hereby agree that that all shares issuable upon conversion of this Note pursuant to the provisions of this Note shall be subject to the terms and conditions of the definitive agreements entered into by Holder and the Company in connection with such conversion and the Next Equity Financing or Company’s Sale as applicable, including the restrictions on transfer contained therein

10.           Public Offering Lock-Up.                                           In connection with any underwritten public registration of the Corporation's securities, Holder agrees, upon the request of the Company or the underwriters managing such underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities issuable hereunder without the prior written consent of the Company and such underwriters, as the case may be, for a period of time, not to exceed thirty (30) days before and one hundred and eighty (180) days after the effective date of such registration (the “Lock-up Period”).  Upon request by the Company, Holder shall enter into any further agreement in writing in a form reasonably satisfactory to the Company and such underwriters to effectuate this lock-up.  The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the Lock-up Period.

11.           Binding Intent.  Subject to the restrictions on transfer set forth above, the rights and obligations of Payor and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

12.           Payment of Costs of Collection.  Payor shall be liable for all out-of-pocket costs and expenses of collection, including reasonable attorneys’ fees, incurred by the Holder and arising by virtue of an uncured default of this Note by the Company.

13.           Waivers.  Payor hereby waives demand, notice, presentment, protest and notice of dishonor.  The terms of this Note shall be construed in accordance with the laws of the State of Delaware.

14.         Amendment or Waiver. Any term of this Note, including but not limited to the Maturity Date and conversion terms, together with any terms of all other Series A Notes, may be amended or terminated with the written consent of the Company and the holders of Series A Notes representing not less than a majority of the then outstanding principal under all such Series A Notes (“Majority Holders”). Any such amendment or termination shall apply to all such Series A Notes and the holders thereof whether any particular Holder consented or not.

15.           Severability.  In the event any one or more of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal, or unenforceable in whole or in part or in any respect, or in the event any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note.  In such instance, this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced or disturbed thereby.

16.           No Setoff or Counterclaim.  All payments by Payor under this Note shall be made without setoff or counterclaim and be free and clear and without any deductions or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law.

17.           Delays or Omissions.  No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

18.           Headings.  The headings in this Note are for convenience of reference only and shall not define or limit any terms or provisions hereof.

IN WITNESS WHEREOF, Payor has caused this Note to be signed in its name as of the date first above written.

Stocosil Inc.

By:    

Name: PYNG SOON, Chief Executive Officer

Acknowledged by:

_____________________________________

The holder

EX1A-6 MAT CTRCT

Exhibit 6.6

THE SECURITIES REPRESENTED BY OR PURCHASABLE UNDER THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

“Effective Date”: March 7, 2015

STOCK PURCHASE WARRANT

COMMON STOCK

STOCOSIL INC.

THIS CERTIFIES that, for value received, Tae Hun Kim, or assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCOSIL INC. (the “Company”), a Delaware corporation doing business in California, Two Hundred Fifty Thousand (250,000) shares of Common Stock (“Founders Shares”) of the Company or five percent (5%) of the total Founders Shares already issued or to be issued, as constituted on the date hereof, upon surrender of this Warrant, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment in cash, check or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 1.a below.  The term “Warrant” as used herein shall include this Warrant, which is one of a series of warrants issued for the Common Stock (“Founders Shares”) of the Company, and any warrants delivered in substitution or exchange therefor as provided herein.

1. Term of Warrant.  Subject to the terms and conditions set forth herein, One Third (1/3) of the Warrant shall be exercisable on each anniversary date from the Effective Date of the Agreement for three year period and the Warrant shall be expired and voided eight (8) years after the Effective Date (the “Warrant Expiration Date”)of the Agreement.

a. Exercise Price.  This Common Stock Warrant shall be exercisable to purchase the Company’s common stock at an exercise price of $0.0008 per share for an aggregate purchase price of two hundred dollars ($200.00) for two hundred fifty thousand (250,000) shares of the Common Stock (“Founders Shares”) of the Company or five percent (5%) of the total Founders Shares already issued or to be issued by the Company.  The Company represents and warrants that the Company is authorized to issue only five million (5,000,000) shares of the Founders Shares of the Company in total.  However, the Company is not prohibited to issue additional shares for other purposes, including but not limited to convertible notes and private placement funding.

2.           Exercise of Warrant.

(a)           The purchase rights represented by this Warrant are exercisable by the Holder  during the term and subject to the conditions hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company.

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(b)           This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise.  In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

3.           No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4.           Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5.           No Rights as Stockholders.  This Warrant does not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6.           Exchange and Registry of Warrant.  This Warrant is exchangeable, upon the surrender hereof by the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor and dated as of such exchange.  The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.           Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

8.           Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9.           Transferability and Nonnegotiability of Warrant.  This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act”), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

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10.           Compliance with Securities Laws.

(a)           The Holder of this Warrant represents and warrants that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws.  Holder understands that no public market currently exists for the Warrant or Warrant Shares (collectively, the “Securities”) and that there are no assurances that any such market will be created. Holder specifically acknowledges and understands that certificates representing the Securities will bear substantially all of the legends set forth in this Warrant, in addition to any other legends required by this Warrant or otherwise.  Holder has full power and authority to deliver these representations and warranties in relation to the Holder’s purchase of the Securities. Holder acknowledges and agrees that neither the Company nor any affiliate or agent of the Company has made any representations, warranties or covenants to Holder. If Holder is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Shares will not violate any applicable securities or other laws of Holder’s jurisdiction. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. Holder represents and warrants that the above acknowledgements, representations and agreements are true and accurate as of the date hereof.  Holder also agrees to inform the Company should any of the information contained in these representations and warranties cease to be true and/or accurate.  Holder acknowledges that in the event it does not inform the Company of any change to the information contained in these representations and warranties, the Company and its respective professional advisers will be entitled to continue to rely on the truth and accuracy of the foregoing representations and warranties until and including the date the Holder purchases the Securities.

(b)           This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

11.            Change in Control and Adjustment.

(a)           Merger, Sale of Assets, etc.  If all or any portion of this Warrant is exercised subsequent to a merger, consolidation, exchange of shares, reorganization, or other similar event (“Change in Control”) occurring after the date hereof, as a result of which shares shall be changed into cash, other property, or the same or a different number of shares of the same or another class or classes of securities of the Company or another entity, the Holder exercising this Warrant shall receive, for the exercise price, the aggregate amount of cash or other property and the aggregate number of shares and class of securities which the Holder would have received if this Warrant was exercised immediately before the Change in Control.  If an adjustment under this section would create a fractional share or a right to acquire a fractional share, the fractional share will be rounded up to, and issued as, a whole share.  If, pursuant to a Change of Control event, the shares shall be exchanged solely for cash (in such case, a “Triggering Event”), then the Company shall give the Holder written notice describing the material terms and conditions of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify the holder of this Warrant of the final approval of such transaction.

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(b)           Reclassification, etc.  If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change.  If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares and the number of shares of Common Stock purchasable under this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, in all cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(c)           Cash Distributions.  No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(d)           Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock (and shares of its Common Stock for issuance on conversion of such Common Stock) a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

12. Piggyback Registration Rights

(a)           Piggyback Registration Rights.  The Company covenants and agrees with the Holder that if no Investors’ Rights Agreement is in effect, at any time within the period commencing on the date of this Agreement and ending on the Warrant Expiration Date, when the Company proposes to file a Registration Statement with respect to any class of security under the Securities Act of 1933 Act in a primary registration on behalf of the Company, or effect an initial public offering of any class of security on a non-U.S. exchange, and the registration form (the “Registration Statement”) to be used may be used for registration of the Common Stock, the Company will give prompt written notice to, the Holder at the address appearing on the records of the Company of its intention to file a Registration Statement and will offer to include in such Registration Statement to the maximum extent possible such number of Common Stock of Holder with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of notice from the Company. All registrations requested pursuant to this Section 10(a) are referred to herein as "Piggyback Registrations". The Holder will be entitled to three Piggyback Registrations under this Agreement. The inclusion of any Shares in a Registration Statement upon the request of a Holder shall count as one Piggyback Registration.

(b)           Priority on Registrations.  If a Piggyback Registration includes an underwritten registration and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Common Stock requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, other securities requesting registration (including the Shares), apportioned pro rata among the Holder and the holders of other securities requesting registration.

(c)           Action to be taken by the Company. In connection with the registration of Shares in accordance with paragraph (a) of this Section, the Company agrees to:

(i)           Bear the expenses of any registration or qualification under paragraph (a) of this Section 12; and

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(ii)           Use its best efforts to register or qualify the Common Stock for offer or sale under state securities or Blue Sky laws of jurisdictions in which the Holder shall reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Holder to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction;

(iii)           Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each holder of securities included in such Amendment or Registration Statement; and

(iv)           To provide, at the request of the Holder, legal opinions required for the sale of Shares, including legal opinions relating to applicable prospectus delivery requirements; and opinions relating to the sale of Shares in accordance with exemptions from federal and state securities laws.

(e) For purposes of this Section 12, any financing undertaken by the Company pursuant to a filed registration statement or pursuant to an executed letter of intent or similar agreement whereupon the Company reasonably contemplates the commencement of marketing within fourteen (14) days from the date thereof. Nothing in this Section 12, however, shall be deemed to require the Company to register the Warrant, it being understood that the registration rights granted hereby relate only to the Common Stock issuable or issued upon exercise of the Warrant and any securities issued in substitution or exchange therefor.

13. Miscellaneous.

a. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.  This Warrant shall be binding upon any successors or assigns of the Company.  This Warrant shall constitute a contract under the laws of the State of California and for all purposes shall be construed in accordance with and governed by the laws of said state.

b. Restrictions.  The Holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

c. Holding Period: Holder shall not transfer sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of this Warrant or any Warrants Shares hereunder for a period of one year from the Effective Date (the “Lock-Up Period”). In addition to the Lock-Up Period, in connection with any public registration by the Company of its securities, and upon request of the Company or any of its underwriters managing such offering of the Company’s securities, Holder (and any assignee)  hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days (or such longer period if the Lock-Up Period has more than 180 days before its expiration) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s offering (the “Public Registration Lock-Up).  Notwithstanding the foregoing, if during the last 17 days of such restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  Notwithstanding anything to the contrary provided herein, the Public Registration Lock-Up shall only apply to the Warrant Shares if all officers and directors of the Company with respect to all shares of Common Stock owned beneficially and/or of record by all such persons are subject to substantially identical restrictions with respect to all shares of Common Stock owned beneficially and/or of record by such persons.

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d. Waivers and Amendments.  Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 13 shall be binding upon the Holder and the Company; provided, however, that such amendment must apply to all such Holders equally and ratably in accordance with the number of shares of Common Stock issuable upon exercise of their Common Stock Warrants.  The Company shall promptly give notice to all Holders of Common Stock Warrants of any amendment effected in accordance with this Section 13.

e. All notices and other communications provided for or permitted hereunder shall be made by hand-delivery, telecopier, or overnight air courier guaranteeing next day delivery at the address set forth on the signature page hereof to the Purchaser and with respect to the Corporation at its principal place of business. All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  The parties may change the addresses to which notices are to be given by giving five days prior written notice of such change in accordance herewith.

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IN WITNESS WHEREOF, STOCOSIL INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

STOCOSIL Inc.         _____________________________________   Signed     Name:     Position: Tae Hun Kim       _____________________________________   Signed     Name: Tae Hun Kim     Address: _____________________________

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NOTICE OF EXERCISE

To:           STOCOSIL INC.

(1)           The undersigned hereby (A) elects to purchase two hundred fifty thousand (250,000) shares of Common Stock of STOCOSIL INC. pursuant to the provisions of Section 2.a of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)           In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws.

(3)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as specified below:

__________________________

(Name)

__________________________

(Name)

(4)           Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

__________________________

(Name)

_____________________                                         _________________________

(Date)                                                                                                (Signature)

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

Name of Assignee                                                                Address                                                      No. of Shares

and does hereby irrevocable constitute and appoint _______________________ Attorney to make such transfer on the books of STOCOSIL INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.  Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale.

Dated: ___________________________

______________________________

Signature of Holder

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EX1A-6 MAT CTRCT

Exhibit 6.7

THE SECURITIES REPRESENTED BY OR PURCHASABLE UNDER THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

STOCK PURCHASE WARRANT

COMMON STOCK

STOCOSIL, INC.

THIS CERTIFIES that, for value received, DAEWOONG PHARMACEUTICALS CO., LTD., or assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCOSIL, INC. (the “Company”), a Delaware corporation doing business in California, Five Hundred Thousand (500,000) shares of Common Stock (“Founders Shares”) of the Company or ten percent (10%) of the total Founders Shares already issued or to be issued, as constituted on the date hereof, upon surrender of this Warrant, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment in cash, check or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 1.a below. The term “Warrant” as used herein shall include this Warrant, which is one of a series of warrants issued for the Common Stock (“Founders Shares”) of the Company, and any warrants delivered in substitution or exchange therefor as provided herein.

1.                     Term of Warrant; Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing upon completion of the Clinical Trials and submission of NDA for the Product with the US FDA by STOCOSIL and five (5) years thereafter (the Warrant Expiration Date”), and shall be void thereafter.

a. Exercise Price. The Exercise Price at which this Warrant may be exercised shall be $400 for five hundred thousand (500,000) shares of the Common Stock (“Founders Shares”) of the Company or ten percent (10%) of the total Founders Shares already issued or to be issued by the Company. The Company represents and warrants that the Company is authorized to issue only five million (5,000,000) shares of the Founders Shares of the Company in total.

2.                      Exercise of Warrant.

(a)           The purchase rights represented by this Warrant are exercisable by the Holder in whole, or in part, at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company.

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(b)           This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise.  In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

3.                      No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4.                      Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any U.S. issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5.                      No Rights as Stockholders.  This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6.                      Exchange, Transfer and Registry of Warrant.    The Company is exchangeable, upon the surrender hereof by the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor and dated of such exchange.  The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.                      Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

8.                      Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9.                      Transferability and Nonnegotiability of Warrant.  This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act” or “Securities Act”), title to this Warrant may be transferred by endorsement (by the Holder and transferee executing the Assignment Form and transferee executing the Investment Representation Statement annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

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10.                      Compliance with Securities Laws.

(a)           The Holder of this Warrant represents and warrants that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

(b)           This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any other legend required by state securities laws or the terms of this Warrant):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

11.                       Early Termination and Dilution.

(a)           Merger, Sale of Assets, etc.   If all or any portion of this Warrant is exercised subsequent to a merger, consolidation, exchange of shares, reorganization, or other similar event (“change in Control”) occurring after the date hereof, as a result of which shares shall be changed into cash, other property, or the same or a different number of shares of the same or another class or classes of securities of the Company or another entity, the Holder exercising this Warrant shall receive, for the exercise price, the aggregate amount of cash or other property and the aggregate number of shares and class of securities which the Holder would have received if the Warrant was exercised immediately before the Change in Control.  If an adjustment under this section would create a fractional share or a right to acquire a fractional share, the fractional share will be rounded up to, and issued as, a whole share.  If, pursuant to a Change of Control event, the shares shall be exchanged solely for cash (in such case, a “Triggering Event”), then (i) the Company shall give the Holder written notice describing the material terms and conditions of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify the holder of this Warrant of the final approval of such transaction and (ii) the Holder shall have the Warrant Repurchase Rights described in Section 13 below.

(b)           Reclassification, etc.  If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change.  If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares and the number of shares of Common Stock purchasable under this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, in all cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

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(c)           Cash Distributions.  No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(d)           Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock (and shares of its Common Stock for issuance on conversion of such Common Stock) a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

12. Registration Rights.

(a)           Registration Rights. Upon exercise of the Warrant, the Holder shall have and be entitled to exercise, together with all other holders of Registrable Securities possession registration rights under any investors’ rights Agreement in effect between the Company and the parties who have executed the counterpart signature pages thereto or are otherwise bound thereby (the “Investor’ Rights Agreement”), the rights of registration granted under the Investors’ Rights Agreement to Registrable Securities (with respect to the shares of common stock issuable upon conversion of the Common Stock issuable upon exercise of this Warrant).  By its receipt of this Warrant, Holder agrees to be bound by the Investor’ Rights Agreement

(b)           Piggyback Registration Rights. The Company covenants and agrees with the Holder that if no Investors’ Rights Agreement is in effect, at any time within the period commencing on the date of this Agreement and ending on the Warrant Expiration Date, when the Company proposes to file a Registration Statement with respect to any class of security under the Securities Act of 1933 Act in a primary registration on behalf of the Company, or effect an initial public offering of any class of security on a non-U.S. exchange, and the registration from (the “Registration Statement”) to be used may be used for registration of the Common Stock, the Company will give prompt written notice to , the Holder at the address appearing on the records of the Company of its intention to file Registration Statement and ill offer to include in such Registration Statement to the maximum extent possible such number of Common Stock of Holder with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of notice from the Company.  All registrations requested pursuant to this Section 10(a) are referred to herein as “Piggyback Registrations”.  The Holder will be entitled to three Piggyback Registrations under this Agreement.  The inclusion of any shares in a Registration Statement upon the request of a Holder shall count as one Piggyback Registration.

(c)           Priority on Registrations. If a Piggyback Registration includes an underwritten registration and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Common Stock requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, other securities requesting registration (including the Shares), apportioned pro rata among the Holder and the holders of other securities requesting registration.

(d)           Action to be Taken by the Company.  In connection with the registration of Shares in accordance with paragraph (a) of this Section, the Company agrees to:

(i)           Bear the expenses of any registration or qualification under paragraph (a) of this Section 12; and

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(ii)           Use its best efforts to register or qualify the Common Stock for offer or sale under state securities or Blue Sky laws of jurisdictions in which the Holder shall reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Holder to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction;

(iii)           Enter into a cross-indemnity agreement, in customary from, with each underwriter, if any, and each holder of securities included in such Amendment or Registration Statement; and

(iv)           To provide, at the request of the Holder, legal opinions required for the sale of Shares, including legal opinion  relating to applicable prospectus delivery requirement’ and opinions relating to the sale of Shares in accordance with exemptions from federal and state securities laws.

(e)           For purpose of this Section 12, the term “Financing Effort” shall mean a financing undertaken by the Company pursuant to a filed registration statement or pursuant to an executed letter of intent or similar agreement whereupon the Company reasonably contemplates the commencement of marketing with fourteen (14) days from the date thereof.  Nothing in this Section 12, however, shall be deemed to require the Company to register the Warrant, it being understood that the registration rights granted hereby relate only to the Common Stock issuable or issued upon exercise of the Warrant and any securities issued in substitution or exchange therefor.

13. Miscellaneous.

a. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.  This Warrant shall be binding upon any successors or assigns of the Company.  This Warrant shall constitute a contract under the laws of the State of California and for all purposes shall be construed in accordance with and governed by the laws of said state.

b. Restrictions.  The Holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

c. Holding Period: The Holder agrees that the Common Stock acquired upon the exercise of the Warrant may not be traded prior to 365 days after the effective date of the registration statement filed by the Company.

d. Waivers and Amendments.  Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 13 shall be binding upon the Holder, any transferee thereof and the Company; provided, however, that such amendment must apply to all such Holders equally and ratably in accordance with the number of shares of Common Stock issuable upon exercise of their Common Stock Warrants.  The Company shall promptly give notice to all Holders of Common Stock Warrants of any amendment effected in accordance with this Section 13.

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IN WITNESS WHEREOF, STOCOSIL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated:  Feb. 27th , 2015

STOCOSIL, INC                                                                DAEWOONG Pharmaceuticals Co. Ltd

By:____________________________.                      __________________________________

Chief Executive Officer                                                     CEO, President

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NOTICE OF EXERCISE

To:           STOCOSIL, INC.

(1)           The undersigned hereby (A) elects to purchase five hundred thousand (500,000) shares of Common Stock of STOCOSIL, INC. pursuant to the provisions of Section 2.a of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)           In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws and hereby executes and delivers the Investment Representation Statement annexed to the Warrant.

(3)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

__________________________

(Name)

(4)           Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

_____________________                                                 __________________________

(Date)                                                                                                (Signature)

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

Name of Assignee                                                                Address                                                      No. of Shares

and does hereby irrevocable constitute and appoint _______________________ Attorney to make such transfer on the books of STOCOSIL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws and such assignment is subject to and conditioned upon Assignee’s execution of the Investment Representation Statement annexed to the Warrant.  Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shallconfirm in writing the representations and warranties set forth in the Warrant and the Investment Representation Statement..

Dated: ___________________________

______________________________

Signature of Holder

___________________________________

(Signature of Assignee)

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EX1A-6 MAT CTRCT

Exhibit 6.8

THE SECURITIES REPRESENTED BY OR PURCHASABLE UNDER THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

STOCK PURCHASE WARRANT

COMMON STOCK

STOCOSIL, INC.

Effective Date: June 18, 2015

THIS CERTIFIES that, for value received, AUTOTELIC INC., or assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCOSIL, INC. (the “Company”), a Delaware corporation doing business in California, during the Exercise Period (as defined below) One Hundred Sixteen Thousand Seven Hundred and Fifty Seven (116,757) shares of Common Stock (“Warrant Shares”) of the Company, upon surrender of this Warrant, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment in cash, check or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 1.a below. The number, character and Exercise Price of the Warrant Shares are subject to adjustment as provided below and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.  This Warrant is issued pursuant to that certain Master Services Agreement between the Holder and the Company (the “MSA”).  The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1.                    Term of Warrant; Securities Covered by Common Stock Warrant; Exercise Price.  Subject to the terms and conditions set forth herein, this Common Stock Warrant shall be exercisable, in whole, upon the “Exercise Period”, defined below.   Notwithstanding the foregoing, if the Change of Control occurs before termination of the Exercise Period, , this Warrant may likewise be exercised in full immediately prior to the Change of Control but shall thereafter be terminated and null and void if not so exercised before the Change of Control. “Change of Control” shall mean (x) merger, reorganization  or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger, reorganization or consolidation, except any such merger, reorganization or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, reorganization, or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger, reorganization or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation, or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (y) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.  This Common Stock Warrant shall be exercisable to purchase the Company’s common stock at an exercise price of $5 per share for an aggregate purchase price of US $583,785 (the “Exercise Price”).

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2.                      Exercise of Warrant.

(a)           The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part at any time (x) after the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 and (y) thereafter within five (5) years after the Effective Date (the “Exercise Period”), by the surrender of this Warrant and the Notice of Exercise and Investment Representation Statement annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company. Such purchase rights and exercise shall be conditioned upon the truthfulness and accuracy of the representations set forth in the Investment Representation Statement.

(b)           This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise.  In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

3.                      No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4.                      Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any U.S. issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant so long as such transferees meet the investor suitability requirements set forth in this Warrant and the Investor Representation Statement; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof and such transferee, together with the Investor Representation Statement; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5.                      No Rights as Stockholders.  This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6.                      Exchange, Transfer and Registry of Warrant.    The Company shall maintain at its principle place of business a registry showing the name and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.                      Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

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8.                      Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9.                      Transferability and Nonnegotiability of Warrant.  This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act” or “Securities Act”), title to this Warrant may be transferred by endorsement (by the Holder and transferee executing the Assignment Form and transferee executing the Investment Representation Statement annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

10.                      Compliance with Securities Laws.

(a)           The Holder of this Warrant represents and warrants that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Holder understands that no public market currently exists for the Warrant or Warrant Shares (collectively, the “Securities”) and that there are no assurances that any such market will be created. Holder specifically acknowledges and understands that certificates representing the Securities will bear substantially all of the legends set forth in this Warrant, in addition to any other legends required by this Warrant or otherwise.  Holder has full power and authority to deliver these representations and warranties in relation to the Holder’s purchase of the Securities. Holder is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act” or “Securities Act”), and neither Holder nor any person or entity with whom Holder shares beneficial ownership of the Company’s securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act. Holder acknowledges that the Company is entitled to rely on the truth and accuracy of the foregoing representations and warranties and that the foregoing representations and warranties will survive Holder’s admission as a stockholder of the Company. Except as set forth in the MSA, Holder acknowledges and agrees that neither the Company nor any affiliate or agent of the Company has made any representations, warranties or covenants to Holder. If Holder is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Shares will not violate any applicable securities or other laws of Holder’s jurisdiction. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing the foregoing representations, in a form satisfactory to the Company, including but not limited to that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. Holder represents and warrants that the above acknowledgements, representations and agreements are true and accurate as of the date hereof.  Holder also agrees to inform the Company should any of the information contained in these representations and warranties cease to be true and/or accurate.  Holder acknowledges that in the event it does not inform the Company of any change to the information contained in these representations and warranties, the Company and its respective professional advisers will be entitled to continue to rely on the truth and accuracy of the foregoing representations and warranties until and including the date the Holder purchases the Securities.

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(b)           This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any other legend required by state securities laws or the terms of this Warrant):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

11.                       Adjustment.

(a)           Reclassification, etc.  If the Company at any time shall, by subdivision, combination or reclassification of securities, or reorganization of any kind or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification, reorganization or other change.  If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares and the number of shares of Common Stock purchasable under this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, in all cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(b)           Cash Distributions.  No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(c)           Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock  a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

12. Registration Rights. The Company has granted Holder certain  “piggyback” registration rights with respect to the Warrant Shares as set forth on Exhibit A attached hereto.

13. Miscellaneous.

a. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.  This Warrant shall be binding upon any successors or assigns of the Company.  This Warrant shall constitute a contract under the laws of the State of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state.

b. Restrictions.  The Holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

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c. Holding Period: Holder shall not transfer sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of this Warrant or any Warrants Shares hereunder for a period of one year from the Effective Date (the “Lock-Up Period”). In addition to the Lock-Up Period, in connection with any public registration by the Company of its securities, and upon request of the Company or any of its underwriters managing such offering of the Company’s securities, Holder (and any assignee)  hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days (or such longer period if the Lock-Up Period has more than 180 days before its expiration) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s offering (the “Public Registration Lock-Up).  Notwithstanding the foregoing, if during the last 17 days of such restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  Notwithstanding anything to the contrary provided herein, the Public Registration Lock-Up shall only apply to the Warrant Shares if all officers and directors of the Company with respect to all shares of Common Stock owned beneficially and/or of record by all such persons are subject to substantially identical restrictions with respect to all shares of Common Stock owned beneficially and/or of record by such persons.

d. Waivers and Amendments.  Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 13 shall be binding upon the Holder, any transferee thereof and the Company.

e. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed to have been duly made when made in accordance with the notice provisions under the Product Development Agreement.

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IN WITNESS WHEREOF, STOCOSIL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated:  June 18, 2015

STOCOSIL, INC

By:____________________________.

       Chief Executive Officer

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NOTICE OF EXERCISE

To:           STOCOSIL, INC.

(1)           The undersigned hereby (A) elects to purchase ________________(_______) shares of Common Stock of STOCOSIL, INC. pursuant to the provisions of Section 2.a of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)           In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws and hereby executes and delivers the Investment Representation Statement annexed to the Warrant.

(3)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

__________________________

(Name)

(4)           Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

_____________________                                              __________________________

(Date)                                                                                                (Signature)

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

Name of Assignee                                                                Address                                                      No. of Shares

and does hereby irrevocable constitute and appoint _______________________ Attorney to make such transfer on the books of STOCOSIL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws and such assignment is subject to and conditioned upon Assignee’s execution of the Investment Representation Statement annexed to the Warrant.  Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall confirm in writing the representations and warranties set forth in the Warrant and the Investment Representation Statement..

Dated: ___________________________

______________________________

Signature of Holder

___________________________________

(Signature of Assignee)

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 INVESTMENT REPRESENTATION STATEMENT

PURCHASER : AUTOTELIC, INC.

COMPANY : STOCOSIL, INC.

SECURITY : WARRANT AND COMMON STOCK ISSUED UPON EXERCISE OF WARRANT

AMOUNT : 116,757 SHARES

DATE : June 18, 2015

In connection with the purchase (or transfer) of the above referenced securities (the “Securities”), the undersigned represents to the Company the following:

The undersigned is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities and acknowledges and agrees that the Company has made no warranties or representations or covenants except as expressly set forth in the Warrant.  The undersigned is purchasing these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”).

The undersigned understands that the offer and sale of the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein.  In this connection, the undersigned understands that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.

The undersigned further understands that the Securities must be held indefinitely unless the offer and sale of the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  Moreover, the undersigned understands that the Company is under no obligation to register the offer and sale of the Securities.  In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless the offer and sale of the Securities are registered or such registration is not required in the opinion of counsel for the Company (or counsel to the Holder).

The undersigned is familiar with the provisions of Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.

The Securities may be resold pursuant to Rule 144 provided the Holder complies with the relevant provisions of Rule 144 applicable to the Holder.

The undersigned further understands that in the event that all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

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The undersigned hereby ratifies and confirms all of the original Holder’s representations and warranties set forth in Section 10 of the Warrant, including but not limited to that the undersigned is an “Accredited Investor” as set forth in the Warrant and is not a “Bad Actor”  as set forth in the Warrant and if the undersigned is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Stock will not violate any applicable securities or other laws of Holder’s jurisdiction. Holder acknowledges that no representations or warranties, oral or written, have been made by the Company or any agent thereof in connection with Holder’s exercise of this Warrant.

(Signature) Chao Hsiao, COO

Date:

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Exhibit A

Registration Rights

Company Registration.  If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than: an initial registration of the Company’s securities to the public, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

promptly give written notice of the proposed registration to Holder(s); and

use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.1(b) below, and in any underwriting involved therein, all of Holder’s Warrant Shares (the “Registrable Securities”) as are specified in a written request or requests made by Holder or Holders received by the Company within ten (10) days after such written notice from the Company is mailed or delivered.  Such written request may specify all or a part of a Holder's Registrable Securities.

Underwriting.  If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.1(a)(i).  In such event, the right of any Holder to registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 1.1, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting.  The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming exercise of the Warrant; provided, however that in no event shall the number of Registrable Securities included in the registration by the Holders be reduced below thirty percent (30%) of the total number of securities included in such registration unless such registration is the Company’s initial public offering or no other securities except the Company’s securities are being sold by the Company, in which case the Holder(s) Registrable Securities  may be excluded entirely.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter, delivered prior to the effective date of the registration statement.  The Registrable Securities or other securities so excluded shall also be withdrawn from such registration.  Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.  If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.1(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

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Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.

Expenses of Registration. All Registration Expenses incurred in connection with registrations pursuant to this Section shall be borne by the Company.

Registration Procedures. In the case of each registration effected by the Company pursuant to this Section, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof.  At its expense, the Company will use its commercially reasonable efforts to:

Keep such registration effective for a period of ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto;

Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above;

Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

The Company shall only be required to use its commercially reasonable efforts to notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any and (ii) a letter, dated as of such date, from the independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

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Indemnification. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement, any prospectus included in the registration statement, any issuer free writing prospectus (as defined in Rule 433 of the Securities Act), any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to any such registration, qualification or compliance prepared by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder's officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

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Each party entitled to indemnification under this Section (the "IndemnifiedParty") shall give notice to the party required to provide indemnification (the "IndemnifyingParty") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section, to the extent such failure is not prejudicial.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.  No person or entity will be required under this Section to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity.  No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Delay of Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

Transfer or Assignment of Registration Rights. The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by (x) a Holder only to a transferee or assignee of not less than  10,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like or (y) the original Holder may further transfer or assign its registration rights hereunder in connection with a pro rata distribution to such Holder's shareholders, officers and directors  who agree to act through a single representative, provided, however, any such transferee assumes in writing the obligations of such Holder under this Agreement, including without limitation the obligations set forth in this Section.

Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to this Section shall terminate on the earlier of (i) such date, on or after the closing of the Company's first registered public offering of Common Stock, on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period, (ii) five (5) years after the closing of the Company's initial public offering, and (iii) upon a Change of Control (as defined in the Warrant).

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EX1A-6 MAT CTRCT

Exhibit 6.9

THE SECURITIES REPRESENTED BY OR PURCHASABLE UNDER THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

STOCK PURCHASE WARRANT

COMMON STOCK

STOCOSIL, INC.

Effective Date: August 31, 2015

THIS CERTIFIES that, for value received, AUTOTELIC INC., or assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCOSIL, INC. (the “Company”), a Delaware corporation doing business in California, during the Exercise Period (as defined below) Thirty Three Thousand Six Hundred and Twenty One (33,621) shares of Common Stock (“Warrant Shares”) of the Company, upon surrender of this Warrant, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment in cash, check or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 1.a below. The number, character and Exercise Price of the Warrant Shares are subject to adjustment as provided below and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.  This Warrant is issued pursuant to that certain Master Services Agreement between the Holder and the Company (the “MSA”).  The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1.                 Term of Warrant; Securities Covered by Common Stock Warrant; Exercise Price.  Subject to the terms and conditions set forth herein, this Common Stock Warrant shall be exercisable, in whole, upon the “Exercise Period”, defined below.   Notwithstanding the foregoing, if the Change of Control occurs before termination of the Exercise Period, this Warrant may likewise be exercised in full immediately prior to the Change of Control but shall thereafter be terminated and null and void if not so exercised before the Change of Control. “Change of Control” shall mean (x) merger, reorganization  or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger, reorganization or consolidation, except any such merger, reorganization or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, reorganization, or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger, reorganization or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation, or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (y) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.  This Common Stock Warrant shall be exercisable to purchase the Company’s common stock at an exercise price of $5 per share for an aggregate purchase price of US $168,105 (the “Exercise Price”).

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2.                      Exercise of Warrant.

(a)           The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part at any time (x) after the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 and (y) thereafter within five (5) years after the Effective Date (the “Exercise Period”), by the surrender of this Warrant and the Notice of Exercise and Investment Representation Statement annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company. Such purchase rights and exercise shall be conditioned upon the truthfulness and accuracy of the representations set forth in the Investment Representation Statement.

(b)           This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise.  In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

3.                      No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4.                      Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any U.S. issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant so long as such transferees meet the investor suitability requirements set forth in this Warrant and the Investor Representation Statement; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof and such transferee, together with the Investor Representation Statement; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5.                      No Rights as Stockholders.  This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6.                      Exchange, Transfer and Registry of Warrant.    The Company shall maintain at its principle place of business a registry showing the name and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.                      Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

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8.                      Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9.                      Transferability and Nonnegotiability of Warrant.  This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act” or “Securities Act”), title to this Warrant may be transferred by endorsement (by the Holder and transferee executing the Assignment Form and transferee executing the Investment Representation Statement annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

10.                      Compliance with Securities Laws.

(a)           The Holder of this Warrant represents and warrants that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Holder understands that no public market currently exists for the Warrant or Warrant Shares (collectively, the “Securities”) and that there are no assurances that any such market will be created. Holder specifically acknowledges and understands that certificates representing the Securities will bear substantially all of the legends set forth in this Warrant, in addition to any other legends required by this Warrant or otherwise.  Holder has full power and authority to deliver these representations and warranties in relation to the Holder’s purchase of the Securities. Holder is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act” or “Securities Act”), and neither Holder nor any person or entity with whom Holder shares beneficial ownership of the Company’s securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act. Holder acknowledges that the Company is entitled to rely on the truth and accuracy of the foregoing representations and warranties and that the foregoing representations and warranties will survive Holder’s admission as a stockholder of the Company. Except as set forth in the MSA, Holder acknowledges and agrees that neither the Company nor any affiliate or agent of the Company has made any representations, warranties or covenants to Holder. If Holder is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Shares will not violate any applicable securities or other laws of Holder’s jurisdiction. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing the foregoing representations, in a form satisfactory to the Company, including but not limited to that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. Holder represents and warrants that the above acknowledgements, representations and agreements are true and accurate as of the date hereof.  Holder also agrees to inform the Company should any of the information contained in these representations and warranties cease to be true and/or accurate.  Holder acknowledges that in the event it does not inform the Company of any change to the information contained in these representations and warranties, the Company and its respective professional advisers will be entitled to continue to rely on the truth and accuracy of the foregoing representations and warranties until and including the date the Holder purchases the Securities.

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(b)           This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any other legend required by state securities laws or the terms of this Warrant):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

11.                       Adjustment.

(a)           Reclassification, etc.  If the Company at any time shall, by subdivision, combination or reclassification of securities, or reorganization of any kind or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification, reorganization or other change.  If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares and the number of shares of Common Stock purchasable under this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, in all cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(b)           Cash Distributions.  No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(c)           Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

12. Registration Rights. The Company has granted Holder certain  “piggyback” registration rights with respect to the Warrant Shares as set forth on Exhibit A attached hereto.

13. Miscellaneous.

a. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.  This Warrant shall be binding upon any successors or assigns of the Company.  This Warrant shall constitute a contract under the laws of the State of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state.

b. Restrictions.  The Holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

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c. Holding Period: Holder shall not transfer sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of this Warrant or any Warrants Shares hereunder for a period of one year from the Effective Date (the “Lock-Up Period”). In addition to the Lock-Up Period, in connection with any public registration by the Company of its securities, and upon request of the Company or any of its underwriters managing such offering of the Company’s securities, Holder (and any assignee)  hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days (or such longer period if the Lock-Up Period has more than 180 days before its expiration) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s offering (the “Public Registration Lock-Up).  Notwithstanding the foregoing, if during the last 17 days of such restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  Notwithstanding anything to the contrary provided herein, the Public Registration Lock-Up shall only apply to the Warrant Shares if all officers and directors of the Company with respect to all shares of Common Stock owned beneficially and/or of record by all such persons are subject to substantially identical restrictions with respect to all shares of Common Stock owned beneficially and/or of record by such persons.

d. Waivers and Amendments.  Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 13 shall be binding upon the Holder, any transferee thereof and the Company.

e. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed to have been duly made when made in accordance with the notice provisions under the Product Development Agreement.

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IN WITNESS WHEREOF, STOCOSIL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated:  ________________, 2015

STOCOSIL, INC

By:____________________________

     Pyng Soon

      Chief Executive Officer

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NOTICE OF EXERCISE

To:           STOCOSIL, INC.

(1)           The undersigned hereby (A) elects to purchase Thirty Three Thousand, Six Hundred Twenty-One (33,621) shares of Common Stock of STOCOSIL, INC. pursuant to the provisions of Section 2.a of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)           In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws and hereby executes and delivers the Investment Representation Statement annexed to the Warrant.

(3)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

__________________________

(Name)

(4)           Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

_____________________                                      __________________________

(Date)                                                                                                (Signature)

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

Name of Assignee                                                                Address                                                      No. of Shares

and does hereby irrevocable constitute and appoint _______________________ Attorney to make such transfer on the books of STOCOSIL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws and such assignment is subject to and conditioned upon Assignee’s execution of the Investment Representation Statement annexed to the Warrant.  Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall confirm in writing the representations and warranties set forth in the Warrant and the Investment Representation Statement..

Dated: ___________________________

______________________________

Signature of Holder

___________________________________

(Signature of Assignee)

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 INVESTMENT REPRESENTATION STATEMENT

PURCHASER : AUTOTELIC, INC.

COMPANY : STOCOSIL, INC.

SECURITY : WARRANT AND COMMON STOCK ISSUED UPON EXERCISE OF WARRANT

AMOUNT : 33,621 SHARES

DATE : August 31, 2015

In connection with the purchase (or transfer) of the above referenced securities (the “Securities”), the undersigned represents to the Company the following:

The undersigned is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities and acknowledges and agrees that the Company has made no warranties or representations or covenants except as expressly set forth in the Warrant.  The undersigned is purchasing these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”).

The undersigned understands that the offer and sale of the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein.  In this connection, the undersigned understands that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.

The undersigned further understands that the Securities must be held indefinitely unless the offer and sale of the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  Moreover, the undersigned understands that the Company is under no obligation to register the offer and sale of the Securities.  In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless the offer and sale of the Securities are registered or such registration is not required in the opinion of counsel for the Company (or counsel to the Holder).

The undersigned is familiar with the provisions of Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.

The Securities may be resold pursuant to Rule 144 provided the Holder complies with the relevant provisions of Rule 144 applicable to the Holder.

The undersigned further understands that in the event that all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

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The undersigned hereby ratifies and confirms all of the original Holder’s representations and warranties set forth in Section 10 of the Warrant, including but not limited to that the undersigned is an “Accredited Investor” as set forth in the Warrant and is not a “Bad Actor”  as set forth in the Warrant and if the undersigned is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Stock will not violate any applicable securities or other laws of Holder’s jurisdiction. Holder acknowledges that no representations or warranties, oral or written, have been made by the Company or any agent thereof in connection with Holder’s exercise of this Warrant.

(Signature) Chao Hsiao, COO

Date:

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Exhibit A

Registration Rights

Company Registration.  If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than: an initial registration of the Company’s securities to the public, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

promptly give written notice of the proposed registration to Holder(s); and

use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.1(b) below, and in any underwriting involved therein, all of Holder’s Warrant Shares (the “Registrable Securities”) as are specified in a written request or requests made by Holder or Holders received by the Company within ten (10) days after such written notice from the Company is mailed or delivered.  Such written request may specify all or a part of a Holder's Registrable Securities.

Underwriting.  If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.1(a)(i).  In such event, the right of any Holder to registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 1.1, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting.  The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming exercise of the Warrant; provided, however that in no event shall the number of Registrable Securities included in the registration by the Holders be reduced below thirty percent (30%) of the total number of securities included in such registration unless such registration is the Company’s initial public offering or no other securities except the Company’s securities are being sold by the Company, in which case the Holder(s) Registrable Securities  may be excluded entirely.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter, delivered prior to the effective date of the registration statement.  The Registrable Securities or other securities so excluded shall also be withdrawn from such registration.  Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.  If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.1(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

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Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.

Expenses of Registration. All Registration Expenses incurred in connection with registrations pursuant to this Section shall be borne by the Company.

Registration Procedures.  In the case of each registration effected by the Company pursuant to this Section, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof.  At its expense, the Company will use its commercially reasonable efforts to:

Keep such registration effective for a period of ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto;

Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above;

Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

The Company shall only be required to use its commercially reasonable efforts to notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any and (ii) a letter, dated as of such date, from the independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

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Indemnification. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement, any prospectus included in the registration statement, any issuer free writing prospectus (as defined in Rule 433 of the Securities Act), any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to any such registration, qualification or compliance prepared by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder's officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

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Each party entitled to indemnification under this Section (the "IndemnifiedParty") shall give notice to the party required to provide indemnification (the "IndemnifyingParty") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section, to the extent such failure is not prejudicial.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.  No person or entity will be required under this Section to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity.  No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Delay of Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

Transfer or Assignment of Registration Rights. The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by (x) a Holder only to a transferee or assignee of not less than  10,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like or (y) the original Holder may further transfer or assign its registration rights hereunder in connection with a pro rata distribution to such Holder's shareholders, officers and directors  who agree to act through a single representative, provided, however, any such transferee assumes in writing the obligations of such Holder under this Agreement, including without limitation the obligations set forth in this Section.

Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to this Section shall terminate on the earlier of (i) such date, on or after the closing of the Company's first registered public offering of Common Stock, on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period, (ii) five (5) years after the closing of the Company's initial public offering, and (iii) upon a Change of Control (as defined in the Warrant).

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EX1A-6 MAT CTRCT

Exhibit 6.10

THE SECURITIES REPRESENTED BY OR PURCHASABLE UNDER THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

STOCK PURCHASE WARRANT

COMMON STOCK

STOCOSIL, INC.

Effective Date: October 31, 2015

THIS CERTIFIES that, for value received, AUTOTELIC INC., or assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCOSIL, INC. (the “Company”), a Delaware corporation doing business in California, during the Exercise Period (as defined below) Sixty Nine Thousand Five Hundred and Fifty-Nine (69,559) shares of Common Stock (“Warrant Shares”) of the Company, upon surrender of this Warrant, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment in cash, check or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 1.a below. The number, character and Exercise Price of the Warrant Shares are subject to adjustment as provided below and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.  This Warrant is issued pursuant to that certain Master Services Agreement between the Holder and the Company (the “MSA”).  The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1.                   Term of Warrant; Securities Covered by Common Stock Warrant; Exercise Price.  Subject to the terms and conditions set forth herein, this Common Stock Warrant shall be exercisable, in whole, upon the “Exercise Period”, defined below.   Notwithstanding the foregoing, if the Change of Control occurs before termination of the Exercise Period, this Warrant may likewise be exercised in full immediately prior to the Change of Control but shall thereafter be terminated and null and void if not so exercised before the Change of Control. “Change of Control” shall mean (x) merger, reorganization  or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger, reorganization or consolidation, except any such merger, reorganization or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, reorganization, or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger, reorganization or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation, or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (y) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.  This Common Stock Warrant shall be exercisable to purchase the Company’s common stock at an exercise price of $5 per share for an aggregate purchase price of US $347,795 (the “Exercise Price”), representing the 100% markup of the personnel services from July 1, 2015 to September 30, 2015.

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2.                      Exercise of Warrant.

(a)           The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part at any time (x) after the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 and (y) thereafter within five (5) years after the Effective Date (the “Exercise Period”), by the surrender of this Warrant and the Notice of Exercise and Investment Representation Statement annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company. Such purchase rights and exercise shall be conditioned upon the truthfulness and accuracy of the representations set forth in the Investment Representation Statement.

(b)           This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise.  In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

3.                      No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4.                      Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any U.S. issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant so long as such transferees meet the investor suitability requirements set forth in this Warrant and the Investor Representation Statement; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof and such transferee, together with the Investor Representation Statement; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5.                      No Rights as Stockholders.  This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6.                      Exchange, Transfer and Registry of Warrant.    The Company shall maintain at its principle place of business a registry showing the name and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.                      Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

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8.                      Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9.                      Transferability and Nonnegotiability of Warrant.  This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act” or “Securities Act”), title to this Warrant may be transferred by endorsement (by the Holder and transferee executing the Assignment Form and transferee executing the Investment Representation Statement annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

10.                      Compliance with Securities Laws.

(a)           The Holder of this Warrant represents and warrants that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Holder understands that no public market currently exists for the Warrant or Warrant Shares (collectively, the “Securities”) and that there are no assurances that any such market will be created. Holder specifically acknowledges and understands that certificates representing the Securities will bear substantially all of the legends set forth in this Warrant, in addition to any other legends required by this Warrant or otherwise.  Holder has full power and authority to deliver these representations and warranties in relation to the Holder’s purchase of the Securities. Holder is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act” or “Securities Act”), and neither Holder nor any person or entity with whom Holder shares beneficial ownership of the Company’s securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act. Holder acknowledges that the Company is entitled to rely on the truth and accuracy of the foregoing representations and warranties and that the foregoing representations and warranties will survive Holder’s admission as a stockholder of the Company. Except as set forth in the MSA, Holder acknowledges and agrees that neither the Company nor any affiliate or agent of the Company has made any representations, warranties or covenants to Holder. If Holder is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Shares will not violate any applicable securities or other laws of Holder’s jurisdiction. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing the foregoing representations, in a form satisfactory to the Company, including but not limited to that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. Holder represents and warrants that the above acknowledgements, representations and agreements are true and accurate as of the date hereof.  Holder also agrees to inform the Company should any of the information contained in these representations and warranties cease to be true and/or accurate.  Holder acknowledges that in the event it does not inform the Company of any change to the information contained in these representations and warranties, the Company and its respective professional advisers will be entitled to continue to rely on the truth and accuracy of the foregoing representations and warranties until and including the date the Holder purchases the Securities.

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(b)           This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any other legend required by state securities laws or the terms of this Warrant):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

11.                       Adjustment.

(a)           Reclassification, etc.  If the Company at any time shall, by subdivision, combination or reclassification of securities, or reorganization of any kind or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification, reorganization or other change.  If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares and the number of shares of Common Stock purchasable under this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, in all cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(b)           Cash Distributions.  No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(c)           Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

12. Registration Rights. The Company has granted Holder certain  “piggyback” registration rights with respect to the Warrant Shares as set forth on Exhibit A attached hereto.

13. Miscellaneous.

a. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.  This Warrant shall be binding upon any successors or assigns of the Company.  This Warrant shall constitute a contract under the laws of the State of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state.

b. Restrictions.  The Holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

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c. Holding Period: Holder shall not transfer sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of this Warrant or any Warrants Shares hereunder for a period of one year from the Effective Date (the “Lock-Up Period”). In addition to the Lock-Up Period, in connection with any public registration by the Company of its securities, and upon request of the Company or any of its underwriters managing such offering of the Company’s securities, Holder (and any assignee)  hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days (or such longer period if the Lock-Up Period has more than 180 days before its expiration) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s offering (the “Public Registration Lock-Up).  Notwithstanding the foregoing, if during the last 17 days of such restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  Notwithstanding anything to the contrary provided herein, the Public Registration Lock-Up shall only apply to the Warrant Shares if all officers and directors of the Company with respect to all shares of Common Stock owned beneficially and/or of record by all such persons are subject to substantially identical restrictions with respect to all shares of Common Stock owned beneficially and/or of record by such persons.

d. Waivers and Amendments.  Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 13 shall be binding upon the Holder, any transferee thereof and the Company.

e. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed to have been duly made when made in accordance with the notice provisions under the Product Development Agreement.

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IN WITNESS WHEREOF, STOCOSIL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated:  October ______, 2015

STOCOSIL, INC

By:____________________________

                                                                          Pyng Soon

                                                                         Chief Executive Officer

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NOTICE OF EXERCISE

To:           STOCOSIL, INC.

(1)           The undersigned hereby (A) elects to purchase Sixty Nine Thousand, Five Hundred Fifty-Nine  (69,559) shares of Common Stock of STOCOSIL, INC. pursuant to the provisions of Section 2.a of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)           In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws and hereby executes and delivers the Investment Representation Statement annexed to the Warrant.

(3)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

__________________________

(Name)

(4)           Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

_____________________                                        __________________________

(Date)                                                                                                (Signature)

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

Name of Assignee                                                                Address                                                      No. of Shares

and does hereby irrevocable constitute and appoint _______________________ Attorney to make such transfer on the books of STOCOSIL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws and such assignment is subject to and conditioned upon Assignee’s execution of the Investment Representation Statement annexed to the Warrant.  Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall confirm in writing the representations and warranties set forth in the Warrant and the Investment Representation Statement..

Dated: ___________________________

______________________________

Signature of Holder

___________________________________

(Signature of Assignee)

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INVESTMENT REPRESENTATION STATEMENT

PURCHASER : AUTOTELIC, INC.

COMPANY : STOCOSIL, INC.

SECURITY : WARRANT AND COMMON STOCK ISSUED UPON EXERCISE OF WARRANT

AMOUNT : 69,559 SHARES

DATE : October 31, 2015

In connection with the purchase (or transfer) of the above referenced securities (the “Securities”), the undersigned represents to the Company the following:

The undersigned is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities and acknowledges and agrees that the Company has made no warranties or representations or covenants except as expressly set forth in the Warrant.  The undersigned is purchasing these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”).

The undersigned understands that the offer and sale of the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein.  In this connection, the undersigned understands that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.

The undersigned further understands that the Securities must be held indefinitely unless the offer and sale of the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  Moreover, the undersigned understands that the Company is under no obligation to register the offer and sale of the Securities.  In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless the offer and sale of the Securities are registered or such registration is not required in the opinion of counsel for the Company (or counsel to the Holder).

The undersigned is familiar with the provisions of Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.

The Securities may be resold pursuant to Rule 144 provided the Holder complies with the relevant provisions of Rule 144 applicable to the Holder.

The undersigned further understands that in the event that all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

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The undersigned hereby ratifies and confirms all of the original Holder’s representations and warranties set forth in Section 10 of the Warrant, including but not limited to that the undersigned is an “Accredited Investor” as set forth in the Warrant and is not a “Bad Actor”  as set forth in the Warrant and if the undersigned is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Stock will not violate any applicable securities or other laws of Holder’s jurisdiction. Holder acknowledges that no representations or warranties, oral or written, have been made by the Company or any agent thereof in connection with Holder’s exercise of this Warrant.

(Signature) Chao Hsiao, COO

Date:

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Exhibit A

Registration Rights

Company Registration.  If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than: an initial registration of the Company’s securities to the public, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

promptly give written notice of the proposed registration to Holder(s); and

use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.1(b) below, and in any underwriting involved therein, all of Holder’s Warrant Shares (the “Registrable Securities”) as are specified in a written request or requests made by Holder or Holders received by the Company within ten (10) days after such written notice from the Company is mailed or delivered.  Such written request may specify all or a part of a Holder's Registrable Securities.

Underwriting.  If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.1(a)(i).  In such event, the right of any Holder to registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 1.1, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting.  The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming exercise of the Warrant; provided, however that in no event shall the number of Registrable Securities included in the registration by the Holders be reduced below thirty percent (30%) of the total number of securities included in such registration unless such registration is the Company’s initial public offering or no other securities except the Company’s securities are being sold by the Company, in which case the Holder(s) Registrable Securities  may be excluded entirely.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter, delivered prior to the effective date of the registration statement.  The Registrable Securities or other securities so excluded shall also be withdrawn from such registration.  Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.  If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.1(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

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Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.

Expenses of Registration. All Registration Expenses incurred in connection with registrations pursuant to this Section shall be borne by the Company.

Registration Procedures.  In the case of each registration effected by the Company pursuant to this Section, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof.  At its expense, the Company will use its commercially reasonable efforts to:

Keep such registration effective for a period of ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto;

Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above;

Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

The Company shall only be required to use its commercially reasonable efforts to notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any and (ii) a letter, dated as of such date, from the independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

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Indemnification. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement, any prospectus included in the registration statement, any issuer free writing prospectus (as defined in Rule 433 of the Securities Act), any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to any such registration, qualification or compliance prepared by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder's officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

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Each party entitled to indemnification under this Section (the "IndemnifiedParty") shall give notice to the party required to provide indemnification (the "IndemnifyingParty") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section, to the extent such failure is not prejudicial.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.  No person or entity will be required under this Section to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity.  No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Delay of Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

Transfer or Assignment of Registration Rights. The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by (x) a Holder only to a transferee or assignee of not less than 10,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like or (y) the original Holder may further transfer or assign its registration rights hereunder in connection with a pro rata distribution to such Holder's shareholders, officers and directors  who agree to act through a single representative, provided, however, any such transferee assumes in writing the obligations of such Holder under this Agreement, including without limitation the obligations set forth in this Section.

Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to this Section shall terminate on the earlier of (i) such date, on or after the closing of the Company's first registered public offering of Common Stock, on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period, (ii) five (5) years after the closing of the Company's initial public offering, and (iii) upon a Change of Control (as defined in the Warrant).

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EX1A-6 MAT CTRCT

Exhibit 6.11

THE SECURITIES REPRESENTED BY OR PURCHASABLE UNDER THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

STOCK PURCHASE WARRANT

COMMON STOCK

STOCOSIL, INC.

Effective Date: January 31, 2016

THIS CERTIFIES that, for value received, AUTOTELIC INC., or assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from STOCOSIL, INC. (the “Company”), a Delaware corporation doing business in California, during the Exercise Period (as defined below) Sixty Three Thousand Four Hundred and Eighty Four (63,484) shares of Common Stock (“Warrant Shares”) of the Company, upon surrender of this Warrant, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment in cash, check or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 1.a below. The number, character and Exercise Price of the Warrant Shares are subject to adjustment as provided below and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.  This Warrant is issued pursuant to that certain Master Services Agreement between the Holder and the Company (the “MSA”).  The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1.                     Term of Warrant; Securities Covered by Common Stock Warrant; Exercise Price.  Subject to the terms and conditions set forth herein, this Common Stock Warrant shall be exercisable, in whole, upon the “Exercise Period”, defined below.   Notwithstanding the foregoing, if the Change of Control occurs before termination of the Exercise Period, this Warrant may likewise be exercised in full immediately prior to the Change of Control but shall thereafter be terminated and null and void if not so exercised before the Change of Control. “Change of Control” shall mean (x) merger, reorganization  or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger, reorganization or consolidation, except any such merger, reorganization or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, reorganization, or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger, reorganization or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation, or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (y) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.  This Common Stock Warrant shall be exercisable to purchase the Company’s common stock at an exercise price of $5 per share for an aggregate purchase price of US $317,420 (the “Exercise Price”), representing the 100% markup of the personnel services from October 1, 2015 to December 31, 2015.

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2.                      Exercise of Warrant.

(a)           The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part at any time (x) after the Company has completed an equity offering of either common or preferred stock in which the gross proceeds therefrom is no less than $10,000,000 and (y) thereafter within five (5) years after the Effective Date (the “Exercise Period”), by the surrender of this Warrant and the Notice of Exercise and Investment Representation Statement annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by check acceptable to the Company. Such purchase rights and exercise shall be conditioned upon the truthfulness and accuracy of the representations set forth in the Investment Representation Statement.

(b)           This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date.  As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise.  In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

3.                      No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4.                      Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any U.S. issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant so long as such transferees meet the investor suitability requirements set forth in this Warrant and the Investor Representation Statement; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof and such transferee, together with the Investor Representation Statement; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5.                      No Rights as Stockholders.  This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6.                      Exchange, Transfer and Registry of Warrant.    The Company shall maintain at its principle place of business a registry showing the name and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.                      Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

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8.                      Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9.                      Transferability and Nonnegotiability of Warrant.  This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act” or “Securities Act”), title to this Warrant may be transferred by endorsement (by the Holder and transferee executing the Assignment Form and transferee executing the Investment Representation Statement annexed hereto) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

10.                      Compliance with Securities Laws.

(a)           The Holder of this Warrant represents and warrants that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any state securities laws. Holder understands that no public market currently exists for the Warrant or Warrant Shares (collectively, the “Securities”) and that there are no assurances that any such market will be created. Holder specifically acknowledges and understands that certificates representing the Securities will bear substantially all of the legends set forth in this Warrant, in addition to any other legends required by this Warrant or otherwise.  Holder has full power and authority to deliver these representations and warranties in relation to the Holder’s purchase of the Securities. Holder is an “accredited” investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act” or “Securities Act”), and neither Holder nor any person or entity with whom Holder shares beneficial ownership of the Company’s securities, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act. Holder acknowledges that the Company is entitled to rely on the truth and accuracy of the foregoing representations and warranties and that the foregoing representations and warranties will survive Holder’s admission as a stockholder of the Company. Except as set forth in the MSA, Holder acknowledges and agrees that neither the Company nor any affiliate or agent of the Company has made any representations, warranties or covenants to Holder. If Holder is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Shares will not violate any applicable securities or other laws of Holder’s jurisdiction. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing the foregoing representations, in a form satisfactory to the Company, including but not limited to that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. Holder represents and warrants that the above acknowledgements, representations and agreements are true and accurate as of the date hereof.  Holder also agrees to inform the Company should any of the information contained in these representations and warranties cease to be true and/or accurate.  Holder acknowledges that in the event it does not inform the Company of any change to the information contained in these representations and warranties, the Company and its respective professional advisers will be entitled to continue to rely on the truth and accuracy of the foregoing representations and warranties until and including the date the Holder purchases the Securities.

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(b)           This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any other legend required by state securities laws or the terms of this Warrant):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

11.                       Adjustment.

(a)           Reclassification, etc.  If the Company at any time shall, by subdivision, combination or reclassification of securities, or reorganization of any kind or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification, reorganization or other change.  If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares and the number of shares of Common Stock purchasable under this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, in all cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(b)           Cash Distributions.  No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(c)           Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

12. Registration Rights. The Company has granted Holder certain  “piggyback” registration rights with respect to the Warrant Shares as set forth on Exhibit A attached hereto.

13. Miscellaneous.

a. Issue Date.  The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof.  This Warrant shall be binding upon any successors or assigns of the Company.  This Warrant shall constitute a contract under the laws of the State of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state.

b. Restrictions.  The Holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

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c. Holding Period: Holder shall not transfer sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of this Warrant or any Warrants Shares hereunder for a period of one year from the Effective Date (the “Lock-Up Period”). In addition to the Lock-Up Period, in connection with any public registration by the Company of its securities, and upon request of the Company or any of its underwriters managing such offering of the Company’s securities, Holder (and any assignee)  hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days (or such longer period if the Lock-Up Period has more than 180 days before its expiration) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s offering (the “Public Registration Lock-Up).  Notwithstanding the foregoing, if during the last 17 days of such restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  Notwithstanding anything to the contrary provided herein, the Public Registration Lock-Up shall only apply to the Warrant Shares if all officers and directors of the Company with respect to all shares of Common Stock owned beneficially and/or of record by all such persons are subject to substantially identical restrictions with respect to all shares of Common Stock owned beneficially and/or of record by such persons.

d. Waivers and Amendments.  Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 13 shall be binding upon the Holder, any transferee thereof and the Company.

e. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be deemed to have been duly made when made in accordance with the notice provisions under the Product Development Agreement.

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IN WITNESS WHEREOF, STOCOSIL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated:  January ______, 2016

STOCOSIL, INC

By:____________________________

                                                                          Pyng Soon

                                                                         Chief Executive Officer

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NOTICE OF EXERCISE

To:           STOCOSIL, INC.

(1)           The undersigned hereby (A) elects to purchase Sixty Three Thousand Four Hundred Eight Four  (63,484) shares of Common Stock of STOCOSIL, INC. pursuant to the provisions of Section 2.a of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)           In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws and hereby executes and delivers the Investment Representation Statement annexed to the Warrant.

(3)           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

__________________________

(Name)

(4)           Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below (provided such transferee has executed the Assignment Form and Investment Representation Statement annexed to the Warrant:

__________________________

(Name)

_____________________                                              __________________________

(Date)                                                                                                (Signature)

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

Name of Assignee                                                                Address                                                      No. of Shares

and does hereby irrevocable constitute and appoint _______________________ Attorney to make such transfer on the books of STOCOSIL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws and such assignment is subject to and conditioned upon Assignee’s execution of the Investment Representation Statement annexed to the Warrant.  Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall confirm in writing the representations and warranties set forth in the Warrant and the Investment Representation Statement..

Dated: ___________________________

______________________________

Signature of Holder

___________________________________

(Signature of Assignee)

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INVESTMENT REPRESENTATION STATEMENT

PURCHASER : AUTOTELIC, INC.

COMPANY : STOCOSIL, INC.

SECURITY : WARRANT AND COMMON STOCK ISSUED UPON EXERCISE OF WARRANT

AMOUNT : 63,484 SHARES

DATE : January 31, 2016

In connection with the purchase (or transfer) of the above referenced securities (the “Securities”), the undersigned represents to the Company the following:

The undersigned is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities and acknowledges and agrees that the Company has made no warranties or representations or covenants except as expressly set forth in the Warrant.  The undersigned is purchasing these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”).

The undersigned understands that the offer and sale of the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein.  In this connection, the undersigned understands that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if this representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.

The undersigned further understands that the Securities must be held indefinitely unless the offer and sale of the Securities are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  Moreover, the undersigned understands that the Company is under no obligation to register the offer and sale of the Securities.  In addition, the undersigned understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless the offer and sale of the Securities are registered or such registration is not required in the opinion of counsel for the Company (or counsel to the Holder).

The undersigned is familiar with the provisions of Rule 144, promulgated pursuant to the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.

The Securities may be resold pursuant to Rule 144 provided the Holder complies with the relevant provisions of Rule 144 applicable to the Holder.

The undersigned further understands that in the event that all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

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The undersigned hereby ratifies and confirms all of the original Holder’s representations and warranties set forth in Section 10 of the Warrant, including but not limited to that the undersigned is an “Accredited Investor” as set forth in the Warrant and is not a “Bad Actor”  as set forth in the Warrant and if the undersigned is not a United States person as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Holder hereby represents that Holder has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of the Warrant, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities.  Holder’s purchase and payment for and continued beneficial ownership of the Warrant Stock will not violate any applicable securities or other laws of Holder’s jurisdiction. Holder acknowledges that no representations or warranties, oral or written, have been made by the Company or any agent thereof in connection with Holder’s exercise of this Warrant.

(Signature) Chao Hsiao, COO

Date:

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Exhibit A

Registration Rights

Company Registration.  If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than: an initial registration of the Company’s securities to the public, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

promptly give written notice of the proposed registration to Holder(s); and

use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.1(b) below, and in any underwriting involved therein, all of Holder’s Warrant Shares (the “Registrable Securities”) as are specified in a written request or requests made by Holder or Holders received by the Company within ten (10) days after such written notice from the Company is mailed or delivered.  Such written request may specify all or a part of a Holder's Registrable Securities.

Underwriting.  If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.1(a)(i).  In such event, the right of any Holder to registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

Notwithstanding any other provision of this Section 1.1, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting.  The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming exercise of the Warrant; provided, however that in no event shall the number of Registrable Securities included in the registration by the Holders be reduced below thirty percent (30%) of the total number of securities included in such registration unless such registration is the Company’s initial public offering or no other securities except the Company’s securities are being sold by the Company, in which case the Holder(s) Registrable Securities  may be excluded entirely.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter, delivered prior to the effective date of the registration statement.  The Registrable Securities or other securities so excluded shall also be withdrawn from such registration.  Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.  If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.1(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

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Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.

Expenses of Registration. All Registration Expenses incurred in connection with registrations pursuant to this Section shall be borne by the Company.

Registration Procedures.  In the case of each registration effected by the Company pursuant to this Section, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof.  At its expense, the Company will use its commercially reasonable efforts to:

Keep such registration effective for a period of ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto;

Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above;

Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

The Company shall only be required to use its commercially reasonable efforts to notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any and (ii) a letter, dated as of such date, from the independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

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Indemnification. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement, any prospectus included in the registration statement, any issuer free writing prospectus (as defined in Rule 433 of the Securities Act), any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to any such registration, qualification or compliance prepared by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder's officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

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Each party entitled to indemnification under this Section (the "IndemnifiedParty") shall give notice to the party required to provide indemnification (the "IndemnifyingParty") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section, to the extent such failure is not prejudicial.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.  No person or entity will be required under this Section to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity.  No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Delay of Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

Transfer or Assignment of Registration Rights. The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by (x) a Holder only to a transferee or assignee of not less than 10,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like or (y) the original Holder may further transfer or assign its registration rights hereunder in connection with a pro rata distribution to such Holder's shareholders, officers and directors  who agree to act through a single representative, provided, however, any such transferee assumes in writing the obligations of such Holder under this Agreement, including without limitation the obligations set forth in this Section.

Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to this Section shall terminate on the earlier of (i) such date, on or after the closing of the Company's first registered public offering of Common Stock, on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period, (ii) five (5) years after the closing of the Company's initial public offering, and (iii) upon a Change of Control (as defined in the Warrant).

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EX1A-15 ADD EXHB.91

Exhibit 9.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 12, 2015, between STOCOSIL INC., a Delaware corporation (hereinafter “Company”) and Vuong Trieu (hereinafter “Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.  The Bylaws and Certificate of Incorporation of the Company permits indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”);

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

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WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

1.           Indemnity of Indemnitee.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time.  In furtherance of the foregoing indemnification, and without limiting the generality thereof.

(a)           Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b)           Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company.  Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

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(c)           Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

 (d)           Indemnification of Appointing Stockholder.  If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Appointing Stockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

2.           Additional Indemnity.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

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3.           Contribution.

(a)           Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.  The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c)           The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

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(d)           To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4.           Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5.           Advancement of Expenses.  Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6.           Procedures and Presumptions for Determination of Entitlement to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary or another executive officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.  Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

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(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.  For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c)           If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c).  The Independent Counsel shall be selected by the Board.  Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.  If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

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(d)           In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e)           Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f)           If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

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(g)           Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless there from.

(h)           The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i)           The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7.           Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefore, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.  Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)           In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c)           If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8.           Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

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(a)           The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)           To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)           In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)           The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e)           The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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9.           Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)           for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of; or

(b)           for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c)           in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.           Duration of Agreement.  All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11.           Security.  To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

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12.           Enforcement.

(a)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b)           This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)           The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13.           Definitions.  For purposes of this Agreement:

(a)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b)           “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c)           “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d)           “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(e)           “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f)           “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14.           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.  Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other.  Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws.  In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15.           Modification and Waiver.  No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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16.           Notice By Indemnitee.  Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder.  The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17.           Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent:

(a)           To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b)           To the Company at:

17870 Castleton St., Suite 250

City of Industry, CA  91748

Attn: Pyng Soon, CEO

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18.           Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes

19.           Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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20.           Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally  (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

STOCOSIL INC.

By:_____________________________________                                                                  

Name:  PYNG SOON

Title:    CEO

INDEMNITEE

_______________________________________

(Signature)

_______________________________________

Print Name

_______________________________________

_______________________________________

Address:

EX1A-15 ADD EXHB.92

Exhibit 9.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 12, 2015, between STOCOSIL INC., a Delaware corporation (hereinafter “Company”) and Pyng Soon (hereinafter “Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.  The Bylaws and Certificate of Incorporation of the Company permits indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”);

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

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WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

1.           Indemnity of Indemnitee.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time.  In furtherance of the foregoing indemnification, and without limiting the generality thereof.

(a)           Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b)           Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company.  Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

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(c)           Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

 (d)           Indemnification of Appointing Stockholder.  If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Appointing Stockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

2.           Additional Indemnity.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

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3.           Contribution.

(a)           Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.  The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c)           The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

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(d)           To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4.           Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5.           Advancement of Expenses.  Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6.           Procedures and Presumptions for Determination of Entitlement to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary or another executive officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.  Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

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(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.  For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c)           If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c).  The Independent Counsel shall be selected by the Board.  Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.  If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

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(d)           In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e)           Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f)           If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

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(g)           Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless there from.

(h)           The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i)           The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7.           Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefore, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.  Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)           In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c)           If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8.           Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

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(a)           The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)           To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)           In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)           The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e)           The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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9.           Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)           for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of; or

(b)           for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c)           in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.           Duration of Agreement.  All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11.           Security.  To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12.           Enforcement.

(a)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

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(b)           This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)           The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13.           Definitions.  For purposes of this Agreement:

(a)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b)           “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c)           “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d)           “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(e)           “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f)           “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14.           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.  Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other.  Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws.  In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15.           Modification and Waiver.  No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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16.           Notice By Indemnitee.  Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder.  The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17.           Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent:

(a)           To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b)           To the Company at:

17870 Castleton St., Suite 250

City of Industry, CA  91748

Attn: Pyng Soon, CEO

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18.           Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes

19.           Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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20.           Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally  (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

STOCOSIL INC.

By:____________________________________                          

Name:  Vuong Trieu

Title:    President

INDEMNITEE

_______________________________________
(Signature)

_______________________________________

Print Name

_______________________________________

_______________________________________

Address:

EX1A-15 ADD EXHB.93

Exhibit 9.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 15, 2015, between STOCOSIL INC., a Delaware corporation (hereinafter “Company”) and Chulho Park (hereinafter “Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.  The Bylaws and Certificate of Incorporation of the Company permits indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”);

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

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WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

1.           Indemnity of Indemnitee.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time.  In furtherance of the foregoing indemnification, and without limiting the generality thereof.

(a)           Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b)           Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company.  Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

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(c)           Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

 (d)           Indemnification of Appointing Stockholder.  If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Appointing Stockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

2.           Additional Indemnity.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3.           Contribution.

(a)           Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

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(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.  The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c)           The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d)           To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4.           Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

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5.           Advancement of Expenses.  Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6.           Procedures and Presumptions for Determination of Entitlement to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary or another executive officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.  Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.  For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

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(c)           If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c).  The Independent Counsel shall be selected by the Board.  Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.  If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d)           In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(e)           Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f)           If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g)           Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless there from.

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(h)           The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i)           The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7.           Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefore, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.  Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)           In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

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(c)           If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8.           Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

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(a)           The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)           To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)           In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)           The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e)           The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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9.           Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)           for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of; or

(b)           for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c)           in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.           Duration of Agreement.  All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11.           Security.  To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12.           Enforcement.

(a)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

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(b)           This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)           The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13.           Definitions.  For purposes of this Agreement:

(a)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b)           “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c)           “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d)           “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(e)           “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f)           “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14.           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.  Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other.  Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws.  In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15.           Modification and Waiver.  No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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16.           Notice By Indemnitee.  Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder.  The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17.           Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent:

(a)           To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b)           To the Company at:

17870 Castleton St., Suite 250

City of Industry, CA  91748

Attn: Pyng Soon, CEO

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18.           Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes

19.           Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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20.           Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally  (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

STOCOSIL INC.

By:

Name:  Pyng Soon

Title:    CEO

INDEMNITEE

_______________________________________

(Signature)

_______________________________________

Print Name

_______________________________________

_______________________________________

Address:

EX1A-15 ADD EXHB.94

Exhibit 9.4

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 15, 2015, between STOCOSIL INC., a Delaware corporation (hereinafter “Company”) and Osmond D’Cruz (hereinafter “Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.  The Bylaws and Certificate of Incorporation of the Company permits indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”);

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

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WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

1.           Indemnity of Indemnitee.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time.  In furtherance of the foregoing indemnification, and without limiting the generality thereof.

(a)           Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b)           Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company.  Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

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(c)           Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

 (d)           Indemnification of Appointing Stockholder.  If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Appointing Stockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

2.           Additional Indemnity.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3.           Contribution.

(a)           Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

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(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.  The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c)           The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d)           To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4.           Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

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5.           Advancement of Expenses.  Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6.           Procedures and Presumptions for Determination of Entitlement to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a)           To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary or another executive officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.  Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.  For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

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(c)           If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c).  The Independent Counsel shall be selected by the Board.  Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.  If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d)           In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(e)           Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f)           If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g)           Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless there from.

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(h)           The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i)           The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7.           Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefore, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.  Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)           In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

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(c)           If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8.           Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

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(a)           The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)           To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)           In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)           The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e)           The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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9.           Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)           for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of; or

(b)           for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c)           in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.           Duration of Agreement.  All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11.           Security.  To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12.           Enforcement.

(a)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

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(b)           This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)           The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13.           Definitions.  For purposes of this Agreement:

(a)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b)           “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c)           “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d)           “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(e)           “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f)           “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14.           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.  Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other.  Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws.  In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15.           Modification and Waiver.  No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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16.           Notice By Indemnitee.  Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder.  The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17.           Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent:

(a)           To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b)           To the Company at:

17870 Castleton St., Suite 250

City of Industry, CA  91748

Attn: Pyng Soon, CEO

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18.           Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes

19.           Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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20.           Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally  (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[Signature page follows.]

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[Missing Graphic Reference]17870 Castleton Street, Suite 250, City of Industry, CA 91748

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

STOCOSIL INC.

By:____________________________________

Name:  Pyng Soon

Title:    CEO

INDEMNITEE

_______________________________________

(Signature)

_______________________________________

Print Name

_______________________________________

_______________________________________

Address:

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EX1A-11 CONSENT

Exhibit 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration A Offering Statement on Form 1A (Amended a) of our report dated November 10, 2016 with respect to the audited  financial statements of Stocosil Inc. for the year ended June 30, 2016 and for the period from inception (December 11, 2014) to June 30, 2015.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ MaloneBailey, LLP

MaloneBailey, LLP

Houston, Texas

November 10, 2016

EX1A-12 OPN CNSL

Exhibit 11.2 & 12.1

April 29, 2016

Ladies and Gentlemen:

I am the Chief Legal Officer, a California licensed attorney, to Stocosil Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form 1-A (File No. 367-00004) pertaining to the issuance and sale by the Company of minimum of 166,667 shares of common stock to maximum of 733,340 common stock, par value $0.0001 (the "Shares"), including up to 3% of the of the number of shares of Common Stock underlying the Securities issued in the Offering.  The Shares are to be sold by the Company pursuant to the placement agent agreement (the "PAA") entered into by and between the Company and SDDCO Brokerage Advisors LLC, as representative of the underwriters named therein, the form of which will be filed as Exhibit 4.2 to the Registration Statement.

In rendering the opinion set forth herein, I have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable.

In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and public officials.

This opinion is based solely on the General Corporation Law of the State of Delaware (including all related provisions of the Delaware Constitution and all reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution).

Based upon and subject to the foregoing, I am of the opinion that: the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

I consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption "Legal Matters" in the Prospectus. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

 / s /  PYNG SOON

Chief Legal Officer

EX1A-15 ADD EXHB

Exhibit 15.1

ESCROW SERVICES AND CUSTODY AGREEMENT

This Escrow Services and Custody Agreement (this “Agreement”) is effective this 8th day of November, 2016 (the “Effective Date”) by and among Stocosil, Inc., a Delaware corporation (“Issuer”), and Folio Investments, Inc. (“Folio”), a Virginia corporation.  Issuer and Folio are hereby referred to collectively as the “Parties” or individually as a “Party”.

RECITALS

A.           WHEREAS, Folio is a registered clearing broker-dealer that, among other things, custodies non-public/unlisted security interests, facilitates the private offering of securities and holds customer funds;

B.           WHEREAS, Issuer has issued, or intends to issue, certain securities, which may not be exchange listed or public reporting companies as described on Schedule A (“Private Security(ies)”);

C.           WHEREAS, Issuer wishes to engage Folio, and Folio wishes to accept such engagement, to provide its escrow-less closing and custody services for some or all of the Private Securities held by purchasers thereof and to perform related services with respect thereto.

            NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, and intending to be legally bound, the Parties agree as follows:

1 DEFINITIONS

1.1 “Action” shall have the meaning set forth in Section 7.2 of this Agreement.

1.2 “ACH” means Automated Clearing House.

1.3 “Affiliate” means any person that is directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, one of the Parties.  For purposes of this definition, “Control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.

1.4 “Books and Records” shall have the meaning set forth in Schedule B-1 attached to this Agreement.

1.5 “Branding” means trademarks, service marks, domain names, logos, links, navigation and other indicators of origin.

1.6 “Content” means any or all text, images, video, audio, graphics, and other data, products, materials, services, text, pointers, technology, code, language, functions and software, including Branding.

1.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.8 “Fees” shall have the meaning set forth in Section 3.1 of this Agreement.

1.9 “FINRA” means the Financial Industry Regulatory Authority, Inc. or any successor thereto.

1.10 “Folio Branding” means all Branding (other than from Issuer) used by Folio and includes any Branding provided by Folio to Issuer for use on the Issuer Site.

1.11 “Folio Content” means the Content owned by, licensed for use by, or otherwise permitted to be used by Folio in any manner, which for the avoidance of doubt shall in no event include Issuer Content.

1.12 “Folio Customer” means a person that has executed a customer account agreement with Folio and maintains a brokerage account with Folio, whether or not they have purchased the Private Securities.

1.13 “Folio Indemnified Parties” shall have the meaning set forth in Section 7.2 of this Agreement.

1.14 “Folio Name” means, and includes, the name of Folio or any of its Affiliates, or the name of any member, stockholder, partner, manager or employee of Folio or any of its Affiliates, or any trade name, trademark, logo, service mark, symbol or any abbreviation, contraction or simulation thereof owned or used by Folio or any of its Affiliates.

1.15 “Folio Site” means those internet sites, including, but not limited, to www.folioinvesting.com, www.folioclient.com and www.folioinstitutional.com, maintained by Folio for the purpose of offering its services.

1.16 “Investor(s)” means a Folio Customer who holds the Private Securities in a brokerage account with Folio, excluding Issuer.

1.17 “Issuer Branding” means all Branding (other than from Folio) used by Issuer and includes any Branding provided by Issuer to Folio for use on the Folio Site.

1.18 “Issuer Content” means the Content owned by, licensed for use by, or otherwise permitted to be used by Issuer in any manner, which for the avoidance of doubt shall in no event include Folio Content.

1.19 “Issuer Indemnified Parties” shall have the meaning set forth in Section 7.3 of this Agreement.

1.20 “Issuer Site” means those internet sites as set forth on Schedule A maintained by the Issuer or an Affiliate of Issuer for the purpose of offering the Private Securities.

1.21 “Law” or “Legal Requirement” means any statute, law, ordinance, rule or regulation, or any order, judgment, or plan, of any court, arbitrator, department, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign, self-regulatory or other that governs the activities of  either of the Parties.

1.22 “Losses” shall have the meaning set forth in Section 7.2 of this Agreement.

1.23 “Offering” means the offering, pursuant to a registration statement under the Securities Act or an exemption therefrom, of Private Securities to Investors.

1.24 “Private Placements Platform” means such technology owned, operated or made available by Folio or an Affiliate of Folio for Issuer’s use in making the Private Securities available in a direct Offering.

1.25 “Private Security(ies)” shall have the meaning set forth in the recitals.

1.26 “SEC” means the U.S. Securities and Exchange Commission.

1.27 “Securities Act” means the Securities Act of 1933, as amended.

1.28 “Services” shall have the meaning set forth in Section 2.1 and 2.2 of this Agreement.

1.29 “Term” shall have the meaning set forth in Section 8.1 of this Agreement.

2 ESCROW AND RELATED CUSTODIAL SERVICES

2.1 Escrow and Related Closing Services. Folio shall provide its escrow-less private offering closing services, and perform related services, as described by the provisions of Schedule B-1 of this Agreement for the Private Securities.

2.2 Custodial and Related Services.  Folio shall hold, as nominee custodian, the Private Securities and perform related services with respect to Issuer to the extent explicitly required by specific provisions contained in Schedule B-1 of this Agreement and shall not be responsible for any duties or obligations not specifically allocated to Folio pursuant to this Agreement, which services shall be contingent upon Issuer meeting its obligations as outlined herein and in Schedule B-2, and as limited by Schedule C of this Agreement (the “Services”).  Folio may also, in its sole discretion, take such actions as it reasonably deems necessary to perform due diligence or investigation with respect to Issuer and/or any Offering at any time and from time to time.

2.3 Exclusivity.  Because confusion and inconsistencies may arise from the use of multiple recordkeeping and custody systems to hold the Private Securities in the U.S., unless otherwise agreed to between the Parties, Issuer shall not, during the Term, establish, maintain or permit any other person to establish or maintain on its behalf a similar relationship with a custodian, clearing broker or transfer agent to perform the Services with respect to the Private Securities.

2.4 Modifications to Folio Systems, Platforms and Operations.  Folio upgrades and enhances its platform and amends, modifies and changes its operations and procedures on a consistent basis.  Folio reserves the right, therefore, in its sole discretion, to change or modify the Private Placements Platform at any time and from time to time.

2.5 No Discretionary Authority.  Unless and only to the extent specifically described in any separate agreement between Folio and Issuer: (a) Folio shall, at all times, act solely in a passive, non-discretionary capacity with respect to Issuer and each Investor and each brokerage account with Folio maintained by Issuer or each Investor and shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any Private Security or other assets; (b) Folio shall not be responsible for questioning, investigating, analyzing, monitoring, or otherwise evaluating any of the investment decisions of any Investor or reviewing the prudence, merits, viability or suitability of any investment decision made by any Investor, including the decision to purchase or hold the Private Securities or such other investment decisions or direction that may be provided by any individual or entity with authority over the relevant Investor; and (c) Folio shall not be responsible for directing investments or determining whether any investment by an Investor or any person or entity with authority to make investment decisions on Investor’s behalf is acceptable under applicable Law.

2.6 Book Entry Securities.  The Private Securities will be book entry securities on Folio’s Books and Records and held for the benefit of the Investors.   Folio will maintain, as part of the Services, information as to amounts owed and paid with respect to the Private Securities to the individual Investors.  Accordingly, Folio agrees to accurately maintain its Books and Records and to provide Issuer information from its Books and Records as reasonably requested by Issuer.  Issuer shall maintain on its books and records the amount owed and paid to Investors with respect to the Private Securities, which may be in aggregate if permitted by Law and include an omnibus position in the Private Securities at Folio, held and maintained for the benefit of the Investors.  Issuer will notify Folio immediately if the amount owed or paid with respect to the Private Securities to Investors or the position held on Issuer’s books and records is different from the amount that Folio reports to Issuer.

3 FEES

3.1 Fees.  The fees payable by Issuer to Folio are specified in Schedule D to this Agreement (collectively, “Fees”).  Folio is authorized to debit the Fees or any other obligation of Issuer to Folio automatically from Issuer’s account with Folio as such becomes due.  Issuer will maintain sufficient cash in, and from time to time deposit sufficient funds in, such account to ensure payment of its obligations, including the Fees, to Folio.

3.2 Required Fee Changes.  Subject to Section 8, Folio reserves the right to increase, amend or change the Fees as a result of: (a) changes in Law; (b) increased costs or fees charged by vendors or non-affiliated third party service providers, that in Folio’s sole reasonable judgment requires Folio to incur new or increased costs to provide the Services; or (c) changes in the Services that result in the performance of additional, duplicative or amended activities by Folio under this Agreement, which, in Folio’s sole reasonable judgment cause Folio to incur new or increased costs.

3.3 Discretionary Fee Changes. Subject to Sections 3.4 and 8, if Folio needs to, and does, reserve the right to increase, amend or change the Fees as a result of changes in the business environment, internal procedural changes, its determination to increase the profitability of providing the Services, or other matters foreseen or unforeseen.

3.4 Fee Change Procedure.  Prior to debiting Issuer’s account for Fees that have changed pursuant to this Section 3, Folio promptly will provide Issuer with an amended Schedule D or such other documentation necessary to describe the Fee changes, along with an explanation of any changes.  Any amendments or updates to the Fees in Schedule D or otherwise shall become effective upon the expiration of the earlier of thirty (30) days after the date of such notice or, should the Fee change be due to costs or fees from a third party, , then the date on which such third party costs or fees become effective.

4 NAMES, BRANDS, WEBSITES AND CONTENT

4.1 Use of Folio Name, Folio Brand and Folio Content.  Issuer shall not, and shall cause its representatives not to, without the prior written consent of Folio: (a) use in advertising, publicity, or otherwise any Folio Name, Brand or Content, or (b) represent, directly or indirectly, that Issuer, any Affiliate of Issuer, or any representative of Issuer or the Private Securities have been approved, endorsed, or recommended by Folio or any of its Affiliates.  In addition, all use of the Folio Name, Branding or Content and all descriptive materials about the Services used by Issuer on the Issuer Site or elsewhere, must be reviewed and approved by Folio, as to appearance, substance and placement, prior to use by Issuer.  Folio may also require a “jump” or other interstitial page in connection with any links or references to Folio or any of its websites or otherwise if deemed necessary by Folio to ensure clear demarcation between any websites or content of Folio and any websites or content of Issuer.  Issuer understands that any breach hereof may also cause a breach of Law, and Issuer will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

4.2 Use of Issuer Name, Issuer Brand and Issuer Content.  Folio shall not, and shall cause its representatives not to, without the prior written consent of Issuer use in advertising, publicity, or otherwise any Issuer Name, Brand or Content.  In addition, all use of the Issuer Name, Branding or Content on the Folio Site must be reviewed and approved by Issuer, as to appearance, substance and placement, prior to use by Folio.  Issuer may also require a “jump” or other interstitial page in connection with any links or references to Issuer or any of its websites or otherwise to ensure clear demarcation between any websites or content of Issuer and any websites or content of Folio.  Folio understands that any breach hereof may also cause a breach of Law, and Folio will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

4.3 No Responsibility for Issuer Site or Issuer Content.  Folio is not preparing, endorsing, adopting, reviewing or approving in any way the Issuer Site or Issuer Content or any offering material, including any offering memorandum, or any other materials of any kind prepared by Issuer or on behalf of Issuer (even if prepared by Folio on behalf of Issuer) wherever it may appear, except to the extent that the Issuer Site, Issuer Content or other material specifically references Folio, and then only to the limited extent of such reference.

4.4 No License of Intellectual Property.  No license or grant of any intellectual property of any nature whatsoever, including any Branding or Content, or any data, business method, patents or applications thereof or similar material shall be deemed granted, licensed or otherwise from either Party (or any Affiliate thereof) to the other (or any Affiliate thereof) under this Agreement.

5 CONFIDENTIAL INFORMATION

5.1 Either Party or any Affiliate thereof may disclose to the other or an Affiliate thereof (the recipient being the “Receiving Party”) certain technical or other business information that is not generally available to the public, the specific terms of this Agreement, and/or personal information relating to any person (specifically including in the case of Folio, information relating to a Folio Customer).  All such information is referred to herein as “Confidential Information”.  Notwithstanding the foregoing, the Books and Records as they pertain to the Private Securities (and with the permission of the Investors with respect to any personally identifying information), will be made available to Issuer, and shall be Confidential Information as to Folio, and may only be used by Issuer in accordance with Law or as otherwise authorized by the Folio Customer to whom the information pertains by affirmative or negative consent, as permitted.

5.2 The Receiving Party agrees to use Confidential Information solely in conjunction with its performance under this Agreement, in conducting an Offering, and or as otherwise authorized by the Folio Customer to whom the information pertains by affirmative or negative consent, as permitted, and not to disclose or otherwise use such information in any other fashion and to maintain such information with at least the standard of care it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care.

5.3 The Receiving Party will not be required to keep confidential such Confidential Information to the extent that it: (a) becomes generally available without fault on its part; (b) is already rightfully in the Receiving Party’s possession prior to its receipt from the disclosing Party; (c) is independently developed by the Receiving Party; (d) is rightfully obtained by the Receiving Party from third parties; or (e) is otherwise required to be disclosed by law or judicial process.

5.4 Information related to this Agreement shall be deemed Confidential Information, but in the event either Party wishes to disclose such information, such Party shall seek the prior written consent of the other, and such consent shall not be unreasonably withheld.

5.5 Unless required by Law, including, but not limited to, regulatory or judicial requests for information (whether formal or informal), or to assert its rights under this Agreement, and except for disclosure on a “need to know basis” to its own employees, and its legal, investment and financial advisers, other professional advisers or others as authorized by the Folio Customer to whom the information pertains by affirmative or negative consent, as permitted, on a confidential basis (in each case pursuant to written agreements with each such person requiring it to maintain such information as confidential to the same extent as if it were a party to this Agreement), each Party agrees not to disclose the Confidential Information without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

5.6 This Section 5 shall survive for a period of three (3) years beyond the Term, except with respect to Confidential Information that is personal or identifying information regarding or relating to a Folio Customer, in which case this Section 5 shall be indefinite, unless in the case of Issuer such disclosure is authorized by the relevant Folio Customer in connection with the Private Securities and in the case of Folio, is otherwise permitted by Law.

6 REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Mutual Representations and Warranties.  Each Party represents and warrants to the other Party that:

a. it is duly organized and validly existing under the laws of the jurisdiction of its establishment;

b. it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement;

c. it has obtained all material consents and approvals and taken all actions necessary for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated and perform its obligations under this Agreement;

d. this Agreement will, when executed, constitute lawful, valid and binding obligations on it, enforceable in accordance with its terms; and

e. neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder will (i) violate any Legal Requirement, (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which such Party is a party or by which such Party or any of its assets or properties may be bound or affected.

6.2 Issuer Representations, Warranties and Covenants.  Issuer represents, warrants and covenants to Folio that:

a. the Private Securities are registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are registered or exempt from the registration requirements of any state where Issuer from time to time will offer such securities;

b. it will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or provide investment advice with respect to any Folio Customer or (ii), with respect to any Folio Customer, hold or have access to any funds or securities, or extend credit for the purpose of purchasing securities through Folio, including specifically the Private Securities; and

c. Issuer owns the Issuer Brand, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

6.3 Folio Representations, Warranties and Covenants.  Folio represents, warrants and covenants to Issuer that:

a. it is, and during the Term will remain, duly registered and in good standing as a broker-dealer with the SEC and is a member firm in good standing with FINRA; and

b. Folio owns the Folio Brand, Folio Site and Folio Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

6.4 Disclaimer of Warranties.  THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  FOLIO SPECIFICALLY DISCLAIMS ALL WARRANTIES FOR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NEITHER FOLIO NOR ANY AFFILIATE OF FOLIO WARRANTS THAT THE SERVICE WILL MEET ISSUER’S OR ANY INVESTOR’S REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  NO ORAL OR WRITTEN INFORMATION GIVEN BY FOLIO OR ITS AFFILIATES SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF FOLIO’S OBLIGATIONS HEREUNDER.

7 LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1 Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

7.2 Folio Indemnification.  Issuer agrees to indemnify, defend and hold Folio and its Affiliates and their respective officers, directors, agents and employees (each a “Folio Indemnified Party” or, collectively, “Folio Indemnified Parties”) harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a Folio Customer, court, regulator or self-regulatory organization asserting jurisdiction over the Folio Indemnified Party or by any other party against any Folio Indemnified Party if such Action relates to Issuer, any Affiliate of Issuer, the Securities, the Offering, the marketing and advertising thereof, or that results from any action, inaction, omission, misstatement or statement of Issuer or any person acting in connection with Issuer or on Issuer’s behalf (other than any misstatement or statement about Folio provided by Folio) arising out of or based upon (a) the Issuer Site or the offering circular, including any amended versions thereof; (b) any breach or alleged breach of any of Issuer’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (c) any breach or alleged breach of confidentiality or privacy relating to Issuer’s failure or alleged failure to treat any Folio Customer’s personal or identifying information as confidential pursuant to Section 5; and (d) infringement or misappropriation by Issuer of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights.  Further, Issuer shall indemnify the Folio Indemnified Parties against all expenses, fees (including reasonable attorney’s fees and other legal expenses), losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the Folio Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.2 as such Losses arise.

Promptly after receipt by a Folio Indemnified Party of notice of any claim or the commencement of any Action with respect to which a Folio Indemnified Party is entitled to indemnity hereunder, Folio will notify Issuer in writing of such claim or of the commencement of such Action, and Issuer, if requested by the Folio Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Folio Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Folio Indemnified Party will be entitled to employ counsel separate from counsel for Issuer and from any other party in such action if counsel for the Folio Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Issuer, in addition to local counsel.  If the Folio Indemnified Party elects Issuer to assume the defense of such Action, Issuer will have the exclusive right to settle the claim or proceeding, provided that Issuer will not settle any such claim or Action without the prior written consent of the Folio Indemnified Party, which consent shall not be unreasonably withheld.  If the Folio Indemnified Party assumes the defense (with payment of any related costs and expenses by Issuer), the Folio Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Folio Indemnified Party will not settle any claim or Action without the prior written consent of Issuer, which consent shall not be unreasonably withheld.

7.3 Issuer Indemnification.  Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folio, any Affiliate of Folio or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to Issuer; (c) any breach or alleged breach of any of Folio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (e) infringement or misappropriation by Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights.  Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise.

Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties.  In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel.  If the Issuer Indemnified Party elects Folio to assume the defense of such Action, Folio will have the exclusive right to settle the claim or proceeding, provided that Folio will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld.  If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Folio), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Folio, which consent shall not be unreasonably withheld.

7.4 No Claim Preclusion.  Nothing in this Section shall be construed to preclude either Party from making any claim against the other arising out of a failure to perform obligations under this Agreement.  Neither Party shall be precluded from claiming or commencing an action for contribution to any amounts the other may be required or otherwise agree to pay to an Investor or other third party, including a regulator, with jurisdiction over the Services.

8 TERM AND TERMINATION

8.1 Term.  This Agreement shall be effective on the Effective Date, and continue in force for so long as the Private Securities remain on the Private Placements Platform (the “Term”), unless otherwise terminated pursuant to the provisions of this Section 8.

8.2 Termination Without Cause.  This Agreement may be terminated without cause:

a. by either Party, upon ninety (90) days’ prior written notice, if there are no Investors or, if there are Investors, after a reasonable time to implement the orderly transition specified in Sections 8.7 and 8.9;

b. by Issuer, immediately upon providing notice to Folio within thirty (30) days after receipt of an amended Schedule D received pursuant to Section 3.4, in the event of a change in Fees pursuant to Sections 3.2 or 3.3 that increases either the aggregate Fees paid to Folio by Issuer or the Fees to be paid to Folio by Issuer in the event of a termination in excess of $5,000 per month.

8.3 Termination for Regulatory, Legal, Reputational or Other Risks.

a. In the event that any due diligence or investigation results in findings that would pose regulatory, legal, reputational or other risks to Folio, Folio shall provide Issuer notice of such risks and a reasonable opportunity to cure them.  If the risks are not addressed or cured to Folio’s reasonable satisfaction, Folio may terminate this Agreement.  Folio will facilitate the orderly transition of the custody of the Private Securities to such person designated by the Issuer in accordance with Section 8.9.

b. In Folio’s sole discretion, if the risks described in 8.3.a are of sufficient size, significance or immediacy that a delay in termination of this Agreement would be inappropriate, Folio may terminate this Agreement immediately.

8.4 Termination for Cause or Insolvency.  Either Party may terminate this Agreement immediately if the other Party:

a. is in breach of any material obligation herein or in the Schedules attached to this Agreement, and (i) such breach is incapable of being cured, or (ii) if such breach is capable of cure, such breach is not cured within thirty (30) days after receipt of written notice of such breach from the non-breaching Party, or within such additional cure period as the non-breaching Party may authorize;

b. voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; or

c. admits in writing its inability to pay its debts as they become due.

8.5 Termination for Force Majeure.  In the event of a force majeure that lasts longer than thirty (30) days, the Party not experiencing the force majeure event may terminate this Agreement upon written notice to the other Party.

8.6 Compliance with Laws.  If at any point during the Term, either Party’s performance under this Agreement conflicts or threatens to conflict with any Legal Requirement, such Party may suspend performance under this Agreement and negotiate in good faith to amend this Agreement so that each Party’s performance hereunder complies with such Legal Requirement.  If after thirty (30) days, the Parties are unable to agree on a mutually acceptable amendment, either Party may immediately terminate this Agreement upon written notice to the other Party.

8.7 Actions Upon Termination.  Upon the termination of this Agreement, Issuer shall remove all references to any Folio Name, Branding and Content from the Issuer Site or Issuer Content and terminate all links on the Issuer Site to any Folio Site.  Folio shall remove all references to Issuer Name, Branding and Content and terminate all links on the Folio Site to any Issuer Site.  Each Party shall promptly return all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Law.

8.8 Termination Fee.  Termination Fees are set forth in Schedule D.

8.9 Cooperation.  In all events, if there are one or more Investors at the time of termination, the Parties will cooperate in planning and implementing an orderly transition of the custody of the Private Securities to such person designated by Issuer authorized under applicable Law to assume custody of the securities, or to Issuer itself if it is authorized to hold such securities in custody, or to such other person selected by Folio if Issuer does not so select such person within a reasonable period not to exceed ninety (90) days.  In all events, Issuer shall pay the reasonable costs of such transition.  As part of such a transition, the Parties agree to seek the affirmative or negative consent of Investors to the sharing of Confidential Information necessary for their transition. 

9 ARBITRATION

9.1 Arbitration Proceedings Disclosure.  The Parties hereby agree to arbitration and agree and acknowledge the following with respect to arbitration proceedings:

a. Arbitration is final and binding on the Parties;

b. The Parties are waiving their right to seek remedies in court, including the right to a jury trial;

c. Pre-arbitration discovery generally is more limited than and different from court proceedings;

d. The arbitrators’ award is not required to include factual findings or legal reasoning;

e. A Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited; and

f. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

9.2 Arbitration Agreement.  Any controversy between the Parties arising out of this Agreement shall be submitted to arbitration conducted before FINRA Dispute Resolution, and in accordance with FINRA rules.  Arbitration must be commenced by service upon the other Party of a written demand for arbitration or a written notice of intention to arbitrate.  Proceedings and hearings will take place in New York, New York.  Both Parties waive any right either of them may have to institute or conduct litigation or arbitration in any other forum or location, or before any other body.  Arbitration is final and binding on both Parties.  An award rendered by the arbitrator(s) may be entered in any court of applicable jurisdiction over the Parties.

10 GENERAL TERMS AND CONDITIONS

10.1 Compliance with Law.  Each Party agrees to comply with any Legal Requirement applicable to the performance of its obligations hereunder.

10.2 Non-exclusive Folio Relationship.  Folio reserves the right, without obligation or liability to Issuer, to market and provide either directly, through other Parties, or through any other type of distribution channel,  services to others that are the same as or similar to the Services.

10.3 No Agency.  Neither Party is an agent, representative or partner of the other Party.  Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party.  This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, co-authorship, or partnership between the Parties or to impose any partnership obligation or liability upon either Party.

10.4 Amendments and Modifications.  No change, amendment or modification of any provision of this Agreement will be valid unless set forth in writing and signed by the Parties.

10.5 Assignment.  Issuer shall not assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, except by operation of law, without the prior written consent of Folio, which consent may be withheld in Folio’s sole discretion.  Folio shall have the right to assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, including an assignment by operation of law, to any Affiliate of Folio that is properly authorized under applicable Law to provide the Services by giving notice to Issuer within thirty (30) days of any of the actions listed herein.

10.6 Governing Law.  This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the Commonwealth of Virginia, except with respect to the choice of law provisions therein or to the extent inconsistent with FINRA Rules applicable to an arbitration proceeding under Section 9.

10.7 No Waiver.  The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

10.8 Notice.  Any notice required or permitted under this Agreement shall be in writing and delivered to the receiving Party’s principal place of business as set forth on the signature block to this Agreement in a manner contemplated in this Section and addressed to the attention of its General Counsel.  Notice shall be deemed duly given (a) if delivered by hand, when received, (b) if transmitted by email, upon confirmation that the entire document has been successfully received, (c) if sent by recognized overnight courier service, on the business day following the date of deposit with such courier service so long as the deposit was made by that overnight courier service’s deadline or on the second business day following the date of deposit if after that overnight courier service’s deadline, or (d) if sent by certified mail, return receipt requested, on the third business day following the date of deposit in the United States mail.

10.9 Entire Agreement.  This Agreement and the Schedules hereto and incorporated herein by reference constitute the entire agreement between the Parties and supersede any and all prior agreements or understandings between the Parties with respect to the subject matter hereof.  Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision or other condition which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any purchase order, correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

10.10 Severability; Survival.  In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable Law, and the remainder of this Agreement shall remain in full force and effect. All provisions herein that by their terms or intent are to survive the termination of this Agreement shall so survive, specifically including Sections 3, 5, 6, 7, 9 and 10.

10.11 Headings.  The headings used in this Agreement are for convenience only and are not to be construed to have legal significance.

10.12 Third Parties.  This Agreement is between the Parties hereto and is not intended to confer any benefits on third parties including, but not limited to, Investors.

10.13 Force Majeure.  Neither Party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, acts of terrorism, government interference, strikes and/or walk-outs.  In addition, Folio shall not be responsible for downtime or other problems with any website, including the Folio website, caused by any public or third party private network, including the Internet or any communications carrier network, or computer hardware or software problems regardless of whether they arise in the ordinary course of business or constitute extraordinary events.

[Signature Page Follows]

This Agreement contains an arbitration agreement.

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by duly authorized officers or representatives as of the Effective Date.

Folio:                                            Folio Investments, Inc.

By:  _____________________________________

         Michael J. Hogan, Chief Executive Officer

        Address:  8180 Greensboro Drive, 8th Floor, Mclean, VA 22102

Issuer:                                         Stocosil, Inc.

By:  _____________________________________

         Pyng Soon, CEO

         Address: 17870 Castleton St., Ste. 250, City of Industry, CA 91748

SCHEDULE A – Private Securities and Internet Sites Used for Offering Such Securities

1. Description of the securities.

2. URLs for Internet Sites Used for Offering Such Securities or N/A:

SCHEDULE B-1 – Escrow, Custody and Related Services by Folio

Pursuant to Sections 2.1 and 2.2 of this Agreement, Folio agrees to provide, perform or make available the following to Issuer:

1. Escrow-less Closing Services. Folio provides its escrow-less money transfer functions for funding an investment in an Offering through a brokerage account (replacing the function of a bank escrow agent) under an SEC no-action letter received by Folio Investments, Inc. dated July 15th, 2015 regarding Exchange Act Rule 15c2-4(b)(1), subject to the fees specified in Schedule D.1 of this Agreement.  This service involves setting up an account for Issuer, setting up customer accounts for the Investors, receiving money into the customer accounts, and conducting closings in which funds in customer accounts are transferred from those accounts to Issuer’s account in amounts equal to subscription requests Issuer has accepted.

2. Use of the Folio Private Placements Platform.   Folio will make tools available to Issuer for Issuer to perform or Folio to perform on behalf of Issuer, the following activities with respect to the Private Placements Platform, subject to the fees specified in Schedule D.2 of this Agreement:

a. display information regarding the Offering as provided and instructed by Issuer or an agent of Issuer, including, but not limited to the number of units of the Private Securities available, price, and terms;

b. provide the ability for a Folio Customer, through a link to a third party hosting site or otherwise,  to view such documents as Issuer has created and determines to make available to potential investors relating to the Securities, including, but not limited to, an offering circular or a private placement memorandum and subscription agreement or other similar offering materials, and to submit a subscription request for an Offering;

c. provide information provided by Folio Customers relating to their qualifications to purchase the Securities, including presenting Issuers with successfully submitted subscription requests for review;

d. verify that a Folio Customer has the appropriate status to purchase the Private Securities based on the status requirements specified by Issuer on the Private Placement Platform (in connection with such verification, Folio relies solely on the information or documents with respect to net worth or income as provided by such Folio Customer to Folio, on the representation of verified status from a certified public accountant or licensed attorney or other person reasonably capable of providing such attestation, or such other third party services that Folio reasonably believes can provide such verification.  Folio cannot represent or warrant that such information or documents are accurate or complete and disclaims liability for any determination by Folio of such status in reliance on such information, documents or representations to the extent that Folio has a reasonable belief that it has relied in good faith on such information or attestation or service). Additional fees apply for Regulation D Rule 506(c) verification of accredited investor status;

e. provide a mechanism for Issuer to review, accept or reject subscribers to its offering, including enabling investors and issuers to confirm that sufficient cash has been deposited into customer accounts to satisfy subscription requests prior to the cash required by date, and notifying users of the cash required by date for an offering prior to subscription;

f. provide Investors with a mechanism to view the status of their subscription and the date that the issuer has set for cash required for closing; and

g. if requested by Issuer, seek, on behalf of Issuer and at Issuer’s expense (additional fees apply), to make available the Private Securities for purchase in Individual Retirement Accounts (in connection with such request, Folio can make no assurances that the Private Securities will be approved for holding in Individual Retirement Accounts, as such accounts are held by a third party custodian who reviews the request and makes a determination in its sole discretion).

3. Custody and Transfer of Private Securities.  After Issuer has executed a Folio Customer Account Agreement, Folio will, in the ordinary course, and consistent with Folio’s policies and procedures as in existence from time to time, maintain an account for the benefit of Issuer to hold the Private Securities, whether in certificated or uncertificated form, for Issuer’s benefit and any other securities or cash as may be purchased and/or deposited or held by Issuer in its account with Folio.  As custodian, Folio will also provide the following services, subject to the fees specified in Schedule D.3, D.4, D.5, D.6, and D.7 of this Agreement:

a. maintain books and records identifying each Investor, each Investor’s address, the terms of the Private Securities in which each Investor invests, and a log of all transactions with each Investor (collectively, “Books and Records) in accordance with Law as it does in the ordinary course with respect to any customer of Folio’s holding securities on the Folio platform.

b. provide Issuer with a mechanism for Issuer to reconcile with Issuer records Investor holdings of the Private Securities from time to time (at the omnibus level and at the individual beneficial holder level, subject to Issuer maintaining the confidentiality of such information as set forth in Section 5 of this Agreement);

c. transfer cash and the Private Securities, if permitted, between an Investor account and the account of another Folio Customer, subject to the transaction fees payable for those services at this time, which are not specified in this Agreement;

d. record and process transactions between Issuer and Investors in the Private Securities such as cash and securities distributions;

e. maintain records of identifying information regarding Investors (subject to Section 5 of this Agreement); and

f. process communications between Issuer and Investors regarding the offering of the Private Securities, and other corporate actions.

Private Securities may have restrictions on the transfer of beneficial ownership.  Folio will, in good faith, attempt to prevent transfers of the Private Securities without Issuer’s consent, except as required by or pursuant to operation of Law.  It is Issuer’s obligation to ensure compliance with transfer restrictions that may apply to Issuer’s offering of securities.

Book entry custody of shares for issuers and investors under this Agreement are performed pursuant to an SEC no-action letter received by Folio Investments, Inc. dated January 13th, 2015 regarding Exchange Act Rule 15c3-3(c)(7)).

SCHEDULE B-2 – Obligations of Issuer in Connection with Custodial and Related Services

Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities, which, if permitted by Law, may be done by evidencing the number of units of the Private Securities held in the omnibus position by Folio as nominee custodian for Folio Customers, and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the Folio platform.  Pursuant to its obligations, Issuer shall:

1. based upon the Books and Records provided by Folio or an Affiliate of Folio from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities and, if permitted by Law, as held by Folio as nominee custodian for Folio Customers noting that such units are held by “FolioInvestments, Inc. for the exclusive benefit of its customers”, or if certificated, deliver to Folio an original, duly issued and outstanding unit certificate in the name of “FolioInvestments, Inc. for the exclusive benefit of its customers” in an amount equal to the number of units of Private Securities held by Shareholders;

2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by Folio for Folio’s own benefit, or if certificated, deliver to Folio an original, duly issued and outstanding unit certificate in the name of “Folio Investments, Inc.” in an amount equal to the number of units of Private Securities held by Folio;

3. provide to Folio a statement and attestation, in the form and at the time that Folio may reasonably require from time to time each calendar quarter, indicating the number of units of the Private Securities recorded in Issuer’s records as being held by “FolioInvestments, Inc. for the exclusive benefit of its customers” and as being held by Folio itself for its own benefit, if any, as of the last day of such quarter, and, if certificated, attesting to (A) the authenticity of the certificate(s) in Folio’s possession, (B) that the certificate(s) represent(s) the number of units of Private Securities represented in Issuer’s records, and (C) that the certificate(s) in Folio’s possession is/are recorded on Issuer’s official books and records as “FolioInvestments, Inc. for the exclusive benefit of its customers” and “Folio Investments, Inc.”, respectively;

4. provide Folio with the option and opportunity to audit, or have a third party audit on Folio’s behalf, Issuer’s books and records to confirm any information maintained by Issuer under the Agreement and authorize Folio to contact Issuer’s auditors and request that they provide confirmation of such information, all at Issuer’s sole expense;

5. provide Folio, no later than January 31st of each year, a written letter of assurance on Issuer’s letterhead (or on the letterhead of Issuer’s counsel on Issuer’s behalf or Issuer’s audit firm) that the Private Securities identified in Issuer’s books and records as held by “FolioInvestments, Inc. for the exclusive benefit of its customers” and/or “FolioInvestments, Inc.” or that the units evidenced by certificate(s) in such names are not subject to any right, charge, security interest, lien, or claim of any kind in favor of Issuer or any person claiming through Issuer and that all such securities issued and outstanding for the prior year have been validly authorized, duly and validly issued, fully paid and are non-assessable and free of restrictions on transfer other than restrictions on transfer that have been provided to Folio by Issuer;

6. provide Folio, pursuant to such methods as Folio may reasonably require (e.g., through a designated website or email to Folio’s operations department), by the end of the first day of each calendar quarter, and at any time and from time to time as soon as reasonably practicable if there is a material change in value, a statement of the per unit value of the Private Securities as set by an authorized executive of Issuer or Issuer’s board of directors, which shall constitute an instruction to Folio to communicate to Investors that unit value as the then current value of the Private Securities and to update Investor account values accordingly;

7. provide Folio, pursuant to such methods as Folio may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by Folio from time to time in order for Folio to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by Folio to Shareholders); and; and

8. provide to Folio, in such form and at such time as Folio may reasonably request, a copy of any documentation, memoranda, agreements or other documents or information that Folio believes is necessary for it to satisfy any filing, reporting or other applicable legal requirements it may have relating to the custody of the Private Securities.

SCHEDULE C – Services Specifically NOT Provided

Unless otherwise specifically agreed to in this Agreement or in a separate written agreement between the Parties, the following services specifically are NOT provided by Folio or any Affiliate of Folio under this Agreement:

1. Services Under Separate Agreement.  This Agreement does not address nor authorize Folio to provide, investment banking or underwriter services to Issuer, to act as an underwriter or selling group member, to issue the Private Securities, to provide advice or advisory services in connection with the services as set forth in Schedule B, to recommend the Private Securities or the Offering, or to make any suitability determinations with respect to any Folio Customer.  Folio is not committing to and does not intend to purchase any of the Private Securities for its own account or that of an Affiliate.  However, Issuer and Folio understand and agree that, in addition to the services provided herein and under a separate agreement entitled “Participating Dealer or Selling Agreement” or “Distribution Agreement” or other substantially similar agreement (“Selling Agreement”) which may be entered into between the issuer or sales agent and Folio, Folio may participate in the offering as a dealer in the sale of the Securities.  In its capacity as a dealer, Folio shall be entitled to receive a reallowance on commissions in accordance with the Selling Agreement, which shall be compensation for Folio's portion of the commissions as a Dealer and shall be separate and distinct from the fees set forth in Schedule D of this Agreement.  

2. No Approval of Issuer Content.  Folio is not preparing, endorsing, adopting, or approving in any way any offering memoranda or other offering documents, SEC, state or other regulatory filings, or any sales or marketing material or Issuer Content, specifically including any Issuer Sites, or any other material or Content of any kind wherever they may appear except to the extent that such websites, material or Content specifically reference the Folio Name, Branding, Content, or descriptive materials about the Services, and then only to the extent of such references and specifically not including other portions of such website or materials.

3. No Setting, Reviewing or Guaranteeing of Price, Tax or Other Data.  Folio is not setting, calculating, creating, approving, endorsing, adopting, reviewing, recommending or guaranteeing any price for the Private Securities, or giving any opinion with respect to the accuracy, reliability or completeness of any data or information about the Private Securities appearing on a Folio Site or elsewhere.  Folio is relying on Issuer for all such data and information.  Folio is not preparing or calculating any tax statements or documentation on behalf of Issuer, specifically including Schedule K-1s, except for those tax documents normally and usually included as part of a brokerage account (such as 1099s).

SCHEDULE D – Fees and Other Costs

1. Escrow-less Closing Fees. 

a. Reserved when Folio is compensated by an intermediary broker dealer instead of the issuer, or

b. Forty-five basis points (45 bps) of the dollar value of the securities issued to Shareholders pursuant to each Offering at the time of closing, with a minimum fee to Folio of the greater of (a) $30 per Shareholder per Offering, or (b) $10,000 per Offering; provided, however, that the aggregate fees payable under Schedule D.1, D.2 and D.3, collectively, shall not exceed $55,000.

2. Private Placement Platform Fees.

a. Reserved when Folio is compensated by an intermediary broker dealer instead of the issuer, or

b. Five basis points (5 bps) of the dollar value of the securities issued to Shareholders pursuant to each Offering at the time of closing; provided, however, that the aggregate fees payable under Schedule D.1, D.2 and D.3, collectively, shall not exceed $55,000.

3. Due Diligence Fees.

a. Reserved when issuer due diligence is performed an intermediary broker dealer instead of Folio, or

b. Issuer shall pay Folio fees (whether charged by Folio or by a third party) related to conducting due diligence with respect to the Offering, Issuer or any principal or other person associated with Issuer that Folio deems necessary or appropriate, which will generally be $10,000 per Offering but may be greater if additional efforts are necessary to conduct adequate due diligence; provided, however, that the aggregate fees payable under Schedule D.1, D.2 and D.3, collectively, shall not exceed $55,000. Folio will consult with the issuer before deciding to incur additional costs and will only incur such fees with the agreement of both Parties. Due Diligence Fees are payable even if no securities are issued.

4. Fee for Termination and Transfer of Private Securities Pursuant to Section 8 Not Related to the Failure of an Offering to be Completed.  For terminations pursuant to Sections 8.2(a), 8.3(a) or 8.4(a) that are not related to and do not arise from the failure of an Offering to be completed under the terms of this Agreement, and for which there are any Shareholders for Folio to transfer to another firm, Issuer shall pay a termination fee (“Termination Fee”) that is the greater of (a) $25,000, or (b) the current number of Shareholders of Private Securities as established at the time of transition, multiplied by $250; provided, however, that the Termination Fee shall not apply for terminations under Section 8.2(a) if the termination is by Folio.  This Termination Fee does not apply if securities are transferred through the DTCC ACAT system to other custodians, though the transfer fees paid by customers in Section 7 below would apply.

5. Administrative Expenses. Issuer shall bear and pay all costs, fees and expenses relating to the preparation, printing, filing and dissemination of information relating to the securities issued to Shareholders pursuant to each Offering and any amendments or supplements thereto, including any federal or state fees imposed on Issuer or on Folio relating to the Offering, including, but not limited to, any costs, fees or expenses incurred by Folio in connection with the filing of documents with regulatory authorities (such as costs for federal and state filings of the Offering under Regulation D (e.g., Form D) or Regulation A of the Securities Act (e.g., Form 1-A and FINRA Rule 5110)), and any fees or expenses relating to the issuance and/or delivery of the securities (such as transfer agent fees, certificate fees, DTCC fees, NSCC fees).

6. Service Fees.  Based upon Issuer request and specific requirements provided by Issuer, Issuer may be charged the following service fees as set forth on a fee schedule published from time to time by Folio, that are subject to change at any time in Folio’s sole discretion:  

a. Private Securities Proxy, Corporate Action, and Corporate Communication Fees – to the extent Issuer requests Folio to distribute corporate communications and process Investor voting, Issuer will be charged fees for corporate action and communication process and any resultant tax documents or customer inquiries as published from time to time by Folio on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Folio. Note that such fees are set by securities regulations for publicly traded securities.

b. Private Securities Dividend, Interest, Principal Payments, Return of Capital and Other Corporate Cash Flows – to the extent Issuer requests Folio to process and distribute corporate cash flows, Issuer will be charged fees for processing corporate cash flows and any resultant tax documents or customer inquiries per the schedule as published from time to time by Folio on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Folio. Note that such fees only apply to the processing of these actions for Private Securities, not those publicly traded securities for which such actions are processed via DTCC.

c. Private Securities Review for Purchase by IRA Accounts – to the extent Issuer requests that the Private Securities to be available for purchase by IRA accounts, a one-time fee will be charged per Private Security identified on Schedule A for evaluation, which may or may not result in approval.  This fee currently is $300 and is subject to change at any time in the sole discretion of Folio.

d. Supplemental Tax Document Processing – to the extent Issuer requests document processing services beyond the activities set forth in Schedule B, including, but not limited to, processing document corrections based on reclassification of disbursements or additional processing of tax documents (e.g., corrected 1099s), additional fees may be charged at the time and at the rate incurred by Folio plus overhead.

e. Private Securities Transfers and Secondary Transactions – to the extent Issuer requests that Folio maintain any restrictions on the transfer of beneficial ownership, or allows for transfers of its securities, Folio will, in good faith, attempt to prevent transfers of the Private Securities without Issuer’s consent, except as required by or pursuant to operation of Law.  Issuer will be charged fees for processing such transfers per the schedule as published from time to time by Folio on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Folio.

f. DTCC eligibility filing on UW Source – to the extent Issuer requests that Folio file for DTCC eligibility using the DTCC UW Source application, a one-time fee will be charged per Private Security identified on Schedule A for submission, which may or may not result in DTCC approval.  This fee currently is $10,000 and is subject to change at any time in the sole discretion of Folio.  For DTCC eligibility applications outside of the UW Source application, this fee will increase to reflect DTCCs higher fee for applications submitted outside of UW Source. Additional fees apply for Folio to refile a DTCC submission. The issuer is responsible for obtaining a CUSIP for its offering prior to the DTCC submission, and providing that CUSIP, finalized offering documents (SEC qualified for Reg A) if applicable, and a legal opinion to Folio for submission to DTCC.

7. Fees to Folio Customers. Folio in its sole discretion may charge fees to Folio Customers that are related to the brokerage account or activities in the brokerage account with Folio, which can generally be accessed here: https://www.folioinvesting.com/folioinvesting/pricing/special-services-fees/ but customers will not be charged any fees for purchasing the Private Securities in the Offering.