Common use of Placement Agents Clause in Contracts

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC and Dinosaur Financial Group, LLC (each a “Placement Agent” and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s co-exclusive placement agents, on a reasonable “best efforts” basis, for the Offering. The Placement Agents, collectively, (a) will be paid at each Closing from the Offering proceeds a total cash commission of ten percent (10.0%) of the gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers (other than Insider Investors) in the Offering at that Closing, or four percent (4.0%) of the gross Purchase Price paid by the Purchaser if it is an Insider Investor and by all Other Purchasers that are Insider Investors (the “Cash Fee”) and (b) will receive (i) at each Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering at that Closing (other than to Insider Investors), with a term expiring five (5) years after the Initial Closing Date and an exercise price of $3.00 per share (the “A Warrants”) and (ii) at the first Closing of the Offering warrants to purchase an aggregate of 166,667 shares of Common Stock with the same term as the A Warrants and an exercise price of $0.0001 per share (the “B Warrants” and collectively with the A Warrants, the “Placement Agent Warrants”). Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed for, or admitted to, trading on a national securities exchange. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fee and A Warrants attributable to those investors pursuant to the terms of an executed sub-agent agreement with such Placement Agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. (For avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Company convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.)

Placement Agents. The Benchmark Company, LLC, Seaport Global Securities LLC and Dinosaur Network 1 Financial GroupSecurities, LLC Inc. (each a “Placement Agent” and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s co-exclusive placement agents, on a reasonable “best efforts” basis, for the Offering. The Placement Agents, collectively, Agents (a) will be paid at each Closing from the Offering proceeds a total cash commission of ten four percent (10.04.0%) of the gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers (other than Insider Investors) in the Offering at that ClosingClosing up to an aggregate gross Purchase Price of $8,000,000 from all Purchasers, or four and eight percent (4.08.0%) of the aggregate gross Purchase Price paid by the Purchaser if it is an Insider Investor and by all Other Purchasers that are Insider Investors in excess of $8,000,000 (the “Cash Fee”) and (b) will receive (i) at each Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering at that Closing (other than to Insider Investors)the Purchaser and all Other Purchasers for an aggregate gross Purchase Price in excess of $8,000,000, with a term expiring on the earlier of (i) five (5) years after the Initial Closing Date and three (3) years after the shares of Common Stock are listed on a national securities exchange, and an exercise price of $3.00 per share (the “A Warrants”) and (ii) at the first Closing of the Offering warrants to purchase an aggregate of 166,667 shares of Common Stock with the same term as the A Warrants and an exercise price of $0.0001 per share (the “B Warrants” and collectively with the A Warrants, the “Placement Agent Warrants”). Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless at the time of transfer the Common Stock is then listed for, or admitted to, trading on a national securities exchange. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fee and A Placement Agent Warrants attributable to those investors pursuant to the terms of an executed sub-agent agreement with such Placement Agent, which Cash Fee shall be payable to such sub-agent by the Placement Agent and such Placement Agent shall provide the Company with customary transfer documentation with respect to the Placement Agent Warrant to be transferred to such sub-agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. (For avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Company convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.)

Placement Agents. The Benchmark CompanyNetwork 1 Financial Services, LLC, Seaport Global Securities LLC Inc. (“Network 1”) and Dinosaur Financial Group, LLC Aegis Capital Corp. (“Aegis”) (each a “Placement Agent” and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s co-exclusive placement agents, on a reasonable “best efforts” basis, for the Offering. The Placement Agents, collectively, (a) Agents will be paid at each Closing from the Offering proceeds a total cash commission of ten eight percent (10.08.0%) of the gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers (other than Insider Investors) in the Offering at that Closing, Closing (or four percent (4.0%) of the gross Purchase Price paid by the Purchaser if it is an Insider Investor and by all Other Purchasers that are Insider Investors Investors) (the “Cash Fee”) and (b) will receive (i) at each Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering at that Closing (other than to Insider Investors), with a term expiring five three (53) years after the Initial Closing Date Common Stock begins to trade on Nasdaq or New York Stock Exchange and with an exercise price of $3.00 4.00 per share (the “Placement Agent A Warrants”) and (ii) at ). At the first Closing Closing, each of the Offering Placement Agents will also receive warrants to purchase an aggregate of 166,667 125,000 shares of Common Stock with the same term as the Placement Agent A Warrants and an exercise price of $0.0001 0.001 per share (the “Placement Agent B Warrants” and collectively together with the Placement Agent A Warrants, the “Placement Agent Warrants”). Each of the The Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless the Common Stock is listed on a national securities exchange at the time of transfer the Common Stock is then listed for, or admitted to, trading on a national securities exchangetransfer. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fee and A Placement Agent Warrants attributable to those investors pursuant to the terms of an executed sub-agent agreement with such Placement Agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their its counsel, in connection with the Offering. (For avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Company convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.)

Placement Agents. The Benchmark Company▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, LLCInc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Seaport Global Wedbush Securities LLC Inc. and Dinosaur Financial Group▇▇▇▇▇▇▇ & Co., LLC (together, “Wedbush,” each of Wedbush and ▇▇▇▇▇▇▇ ▇▇▇▇▇ a “Lead Placement Agent” and together the “Lead Placement Agents”) and Aegis Capital Corp. (“Aegis” or “Co-Placement Agent”; each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Wedbush and Aegis, a “Placement Agent” and together the “Placement Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as the Company’s co-exclusive placement agents, on a reasonable “best efforts” basis, for the Offering. The Lead Placement Agents, collectively, Agents (a) with respect to the sale of Shares to the Insider Investors, will be paid at each Closing from the Offering proceeds a total cash commission of ten percent (10.0%) of the gross Purchase Price paid by the Purchaser and the aggregate gross purchase price paid by all Other Purchasers (other than Insider Investors) in the Offering at that Closing, or four percent (4.0%) of the gross Purchase Price paid by the Purchaser if it is an Insider Investor and by all Other Purchasers that are Insider Investors (the “Cash Fee”) and Investors, (b) with respect to the sale of Shares to the Lomond Investors, will receive (i) be paid at each Closing from the Offering proceeds a total cash commission of six percent (6.0%) of the gross Purchase Price paid by the Lomond Investors, and (c) with respect to the sale of Shares to all other Purchasers resulting from the efforts of the Lead Placement Agents (for clarity, other than Co-Placement Agent Investors, as defined below), will be (x) paid at each Closing from the Offering proceeds a total cash commission of eight percent (8.0%) of the gross Purchase Price paid by such other Purchasers, and (y) will receive warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering at that Closing (to such other than to Insider Investors)Purchasers, with a term expiring five four (54) years after the Initial Closing Date and an exercise price of $3.00 4.00 per share (the “A Lead Placement Agent Warrants”) (the fees payable pursuant to clauses (a), (b), and (ii) at c), the first Closing “Lead Placement Agent Offering Fee”). The Co-Placement Agent, with respect to the sale of Shares to Purchasers as a result of the efforts of the Co-Placement Agent (the “Co-Placement Agent Investors”), will be (x) paid at each Closing from the Offering proceeds a total cash commission of eight percent (8.0%) of the gross Purchase Price paid by the Co-Placement Agent Investors, and (y) will receive warrants to purchase an aggregate a total number of 166,667 shares of Common Stock equal to eight percent (8.0%) of the number of shares of Common Stock sold in the Offering to by the Co-Placement Agent Investors, with a term expiring four (4) years after the same term as the A Warrants Initial Closing Date and an exercise price of $0.0001 4.00 per share (the “B Co-Placement Agent Warrants” ”, and collectively together with the A Lead Placement Agent Warrants, the “Placement Agent Warrants”) (such fees payable to the Co-Placement Agent, the “Co-Placement Agent Offering Fee”, and together with the Lead Placement Agent Offering Fee, the “Offering Fees”). For the avoidance of doubt, (i) in no event shall both the Lead Placement Agents and the Co-Placement Agent receive any payment or other consideration (in cash, warrants or otherwise) in respect of the same sale of Shares to any Purchaser, and (ii) the total consideration payable to each of the Placement Agents in connection with the initial closing is set forth on Schedule 2, as provided in the agreements entered into by the Company with the Placement Agents, in the forms provided to the Purchaser prior to the date hereof. Each of the Placement Agent Warrants shall be transferable by the holder thereof only to an affiliate of the initial holder thereof unless the Common Stock is listed on a national securities exchange at the time of transfer the Common Stock is then listed for, or admitted to, trading on a national securities exchangetransfer. Any sub-agent of a Placement Agent that introduces investors to the Offering will be entitled to share in the Cash applicable Offering Fee and A Warrants attributable to those investors the Placement Agents pursuant to the terms of an executed sub-agent agreement with such Placement Agent. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. (For avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Company convertible securities that may be outstanding, if any, the proceeds of which will be included in the gross proceeds of the Offering.)

Placement Agents. The Benchmark Company(a) Katalyst Securities LLC., LLC, Seaport Global Securities LLC and Dinosaur Financial Group, LLC (each a “Placement Agent” and together the “Placement Agents”), each a U.S.-registered broker-dealerdealer (“Katalyst”), have has been engaged by the Company as the Company’s co-exclusive placement agents, agent on a reasonable “best efforts” 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”). (b) The aggregate cash commission paid and Placement Agent Warrant (as defined below) coverage issued to the Placement Agents in connection with the Initial Closing is disclosed in the Super 8-K. (c) The Placement Agents, collectively, (a) will be paid at the First Subsequent Closing and each Subsequent Closing from the Offering proceeds a total cash commission of ten seven percent (10.07%) of the gross Purchase Price paid by Purchasers in the Purchaser First Subsequent Closing and the aggregate gross purchase price paid applicable Subsequent Closings (if any) introduced by all Other Purchasers (other than Insider Investors) in the Offering at that Closing, or four percent (4.0%) of the gross Purchase Price paid by the Purchaser if it is an Insider Investor and by all Other Purchasers that are Insider Investors them (the “Cash Fee”) and (b) will collectively receive (i) at each Closing warrants to purchase a total number of shares of Common Stock equal to eight percent (8.0%) 7% of the number of shares of Common Stock sold in to investors at the Offering at that First Subsequent Closing and the applicable Subsequent Closings (other than to Insider Investorsif any), introduced by them, with a term expiring five of three (53) years after from the Initial date of First Subsequent Closing Date and the applicable Subsequent Closing, and at an exercise price of $3.00 per share (the “A Warrants”) and (ii) at the first Closing of the Offering warrants to purchase an aggregate of 166,667 shares of Common Stock with the same term as the A Warrants and an exercise price of $0.0001 per share (the “B Warrants” and collectively with the A Warrants, the “Placement Agent Warrants”); provided that with respect to funds raised in the First Subsequent Closing and the applicable Subsequent Closings (if any) from existing stockholders of 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 payment equal to 6% of the aggregate amount raised from existing stockholders of Exicure in the Initial Closing, the First Subsequent Closing or any Subsequent Closing, as applicable or (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 in the Initial Closing, the First Subsequent Closing or any applicable Subsequent Closings, divided by (ii) the Purchase Price with respect to the Initial Closing, the First Subsequent Closing or any Subsequent Closings, as applicable, or (c) any combination of clauses (a) and (b) (the “Insider Payment”). Each Funds raised from existing stockholders of Exicure in the First Subsequent Closing and the applicable Subsequent Closings will have no Placement Agent Warrant coverage. (d) As a condition to payment of the Insider Payment, Katalyst must raise a minimum of $10,000,000 in the Offering prior to October 31, 2017 (the “Finance Contingency”) from investors who are not existing Exicure investors. The Company has agreed that if Katalyst raises less than $10,000,000 in the Offering (and therefore the Finance Contingency is not met), but Katalyst raises more than $7,000,000 in the Offering, the Company will pay an amount of the Insider Payment at the First Subsequent Closing and each of the Subsequent Closings, as applicable, equal to the product of (a) 75% multiplied by (b) the quotient of (i) the amount raised by Katalyst in the Initial Closing, the First Subsequent Closing or any Subsequent Closing, as applicable, divided by (ii) $10,000,000, multiplied by (c) the Insider Payment that would be due at the Initial Closing, the First Subsequent Closing or any applicable Subsequent Closing, as the case may be, in the absence of the Finance Contingency. For the avoidance of doubt, the description of the Placement Agent Warrants shall compensation set forth in Section 2(c) and Section 2(d) is intended to be transferable by consistent with the holder thereof only to an affiliate description set forth in the Super 8-K (as defined below) and does not enlarge or create any obligation on the part of the initial holder thereof unless at Company that would not otherwise exist. (e) The Company will also pay certain expenses of the time of transfer Placement Agents in connection with the Common Stock is then listed for, or admitted to, trading on a national securities exchangeOffering. Any sub-agent of a the Placement Agent that introduces investors to that participate in the First Subsequent Closing and the applicable Subsequent Closings of the Offering will be entitled to share in the Cash Fee and A Fee, Insider Payment and/or Placement Agent Warrants attributable to those investors pursuant to the terms of an executed sub-agent agreement with such Placement Agentagreement. The Company has agreed to pay certain other expenses of the Placement Agents, including the reasonable and documented out-of-pocket fees and expenses of their counsel, in connection with the Offering. (For avoidance of doubt, no Cash Fee will be paid and no Placement Agent Warrants will be issuable in respect of the issuance of shares of Common Stock upon the acceleration and vesting of options to acquire Company shares or the conversion or exchange of the Company convertible securities that may be outstandingshares, if any, issued pursuant to the proceeds of which Insider Payment will be included in the gross proceeds subject to a lock-up agreement for a period of the Offering18 months.)