Common use of Placement Agents Clause in Contracts

Placement Agents. a. Wedbush Securities, Inc. (“Wedbush”), ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and Katalyst Securities LLC (“Katalyst”), each a broker-dealer licensed with the Financial Industry Regulatory Authority, Inc. (“FINRA”), have been engaged on a co-exclusive basis as placement agents (the “Placement Agents”), with Wedbush acting as the lead Placement Agent, for the Offering on a reasonable best efforts basis. The Placement Agents will be paid at each Closing an aggregate cash commission of eight percent (8%) of gross proceeds raised from investors in the Offering introduced by them (“Cash Fee”) and will receive warrants to purchase an aggregate number of shares of Common Stock equal to eight percent (8%) of the number of Shares sold to the investors in the Offering introduced by the Placement Agents, with a term of five (5) years from the Initial Closing Date or any Subsequent Closing, as applicable, and an exercise price of $5.00 per share (the “Placement Agent Warrants”); provided, however, that funds raised from certain existing shareholders of Valeritas will be subject to a Cash Fee of one percent (1%) and will have no Placement Agent Warrants coverage. b. The Placement Agent Warrants will have “weighted average” anti-dilution protection, subject to customary exceptions. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fees and/or Placement Agent Warrants attributable to those investors, pursuant to the terms of an executed sub-agent agreement. c. The Company will pay certain expenses of the Placement Agents in connection with the Offering.

Placement Agents. a. Wedbush The Benchmark Company, LLC and Katalyst Securities, Inc. (“Wedbush”), ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and Katalyst Securities LLC (“Katalyst”)LLC, each a broker-dealer licensed with the Financial Industry Regulatory Authority, Inc. (“FINRA”), have been engaged on a co-exclusive basis as placement agents (the “Placement Agents”), with Wedbush acting as the lead Placement Agent, ) for the Offering on a reasonable best efforts basis. The Placement Agents will be paid at each Closing an aggregate closing from the proceeds in the Escrow Account, a cash commission of eight percent Eight Percent (8%) of the gross proceeds funds raised from investors in the Offering introduced by them (“Cash Fee”) and will receive warrants to purchase an aggregate a number of shares of Common Stock equal to eight percent Eight Percent (8%) of the number of Shares sold to the investors in the Offering introduced by the Placement Agents, with a term of five (5) years from the Initial each Closing Date or any Subsequent Closing, as applicable, and an exercise price of $5.00 per share (the “Placement Agent Warrants”); provided, however, that funds except for proceeds raised from certain existing shareholders of Valeritas will Miramar or from the conversion of the Convertible Notes (attached hereto as Exhibit 1), and new accredited investors who have a relationship with Miramar and subscribe to cause the Minimum Offering or the Maximum Offering to be subject fully subscribed (the “Friends and Family Investors”), for which the Placement Agents shall not be entitled to a receive a Cash Fee of one percent (1%) and will have no or to receive Placement Agent Warrants coverage. b. Warrants; provided however, Katalyst Securities LLC will be paid a non-accountable administrative fee of $50,000 (in addition to any Cash Fee it may earn for other investors) upon the first closing of the Offering paid from the proceeds in the Escrow Account. The Placement Agent Warrants will have “weighted average” anti-dilution protection, subject to customary exceptions. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fees and/or and Placement Agent Warrants attributable to those investorsinvestors as described above, pursuant to the terms of an executed sub-agent agreement. c. The Company will pay certain expenses of the Placement Agents in connection with the Offering.

Placement Agents. a. Wedbush Securities, Inc. (“Wedbush”), ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and Katalyst Securities LLC LLC., a U.S.-registered broker-dealer (“Katalyst”), each a broker-dealer licensed with the Financial Industry Regulatory Authority, Inc. (“FINRA”), have has been engaged by the Company as placement agent on a co-exclusive basis as reasonable best efforts basis, for the Offering. The Company, subject to its agreement with Katalyst, or Katalyst itself, may engage additional placement agents (Katalyst together with any such additional placement agents, the “Placement Agents”), with Wedbush acting as the lead Placement Agent, for the Offering on a reasonable best efforts basis. The Placement Agents Agents, collectively, will be paid at each Closing an aggregate from the Offering proceeds a total cash commission of eight seven percent (87%) of the gross proceeds raised from investors Purchase Price paid by Purchasers in the Offering introduced by them (the “Cash Fee”) and will collectively receive warrants to purchase an aggregate a number of shares of Common Stock equal to eight percent (8%) 7% of the number of Shares shares of Common Stock sold to the investors in the Offering Offering, introduced by the Placement Agentsthem, with a term of five three (53) years from the Initial Closing Date or any Subsequent date of the applicable Closing, as applicable, and an exercise price of $5.00 3.00 per share (the “Placement Agent Warrants”); provided, however, provided that with respect to funds raised from certain existing shareholders stockholders of Valeritas will be subject Exicure or other purchasers as agreed to by Exicure and Katalyst, the Company will, at the Company’s discretion, either (a) pay to the Placement Agents a Cash Fee cash payment equal to 6% of one percent the aggregate amount raised from existing stockholders of Exicure, (1%b) issue to the Placement Agents a number of shares of the Company’s Common Stock equal to the quotient of (i) 6% of the aggregate amount raised from existing stockholders of Exicure, divided by (ii) the Purchase Price, or (c) any combination of clauses (a) and (b) (the “Insider Payment”). Funds raised from existing stockholders of Exicure will have no Placement Agent Warrants Warrant coverage. b. . As a condition to payment of the Cash Fee or the Insider Payment, Katalyst must raise a minimum of $10,000,000 in the Offering prior to October 31, 2017 from investors who are not existing Exicure investors. The Company will also pay certain expenses of the Placement Agent Warrants will have “weighted average” anti-dilution protection, subject to customary exceptionsAgents in connection with the Offering. Any sub-agent of a the Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fees Fee, Insider Payment and/or Placement Agent Warrants attributable to those investors, investors pursuant to the terms of an executed sub-agent agreement. The shares issued pursuant to the Insider Payment will be subject to a lock-up agreement for a period of 18 months. c. The Company will pay certain expenses of the Placement Agents in connection with the Offering.