Common use of Placement Agents Clause in Contracts

Placement Agents. The Benchmark Company, LLC and Katalyst Securities, LLC, each a broker-dealer licensed with FINRA, have been engaged on a co-exclusive basis as placement agents (the “Placement Agents”) for the Offering on a reasonable best efforts basis. The Placement Agents will be paid at closing from the proceeds in the Escrow Account, a cash commission of Eight Percent (8%) of the gross funds raised from investors in the Offering introduced by them (“Cash Fee”) and will receive warrants to purchase a 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 each Closing and an exercise price of $5.00 per share (the “Placement Agent Warrants”), except for proceeds raised from existing shareholders of 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 fully subscribed (the “Friends and Family Investors”), for which the Placement Agents shall not be entitled to a receive a Cash Fee or to receive Placement Agent 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 Placement Agent Warrants attributable to those investors as described above, pursuant to the terms of an executed sub-agent agreement.

Placement Agents. The Benchmark Companya. Wedbush Securities, Inc. (“Wedbush”), ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and Katalyst Securities, LLCSecurities 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 closing from the proceeds in the Escrow Account, a each Closing an aggregate cash commission of Eight Percent eight percent (8%) of the gross funds proceeds raised from investors in the Offering introduced by them (“Cash Fee”) and will receive warrants to purchase a an aggregate 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 each the Initial Closing Date or any Subsequent Closing, as applicable, and an exercise price of $5.00 per share (the “Placement Agent Warrants”); provided, except for proceeds however, that funds raised from certain existing shareholders of 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 Valeritas will be subject to cause the Minimum Offering or the Maximum Offering to be fully subscribed (the “Friends and Family Investors”), for which the Placement Agents shall not be entitled to a receive a Cash Fee or to receive of one percent (1%) and will have no Placement Agent 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. 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 and/or Placement Agent Warrants attributable to those investors as described aboveinvestors, 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. The Benchmark CompanyKatalyst Securities LLC., LLC and Katalyst Securities, LLC, each a U.S.-registered broker-dealer licensed with FINRA(“Katalyst”), have has been engaged on a co-exclusive basis by the Company as placement agents (the “Placement Agents”) for the Offering agent on a 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”). The Placement Agents Agents, collectively, will be paid at closing each Closing from the Offering proceeds in the Escrow Account, a total cash commission of Eight Percent seven percent (87%) of the gross funds raised from investors Purchase Price paid by Purchasers in the Offering introduced by them (the “Cash Fee”) and will collectively receive warrants to purchase 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 each Closing the date of the applicable Closing, and an exercise price of $5.00 3.00 per share (the “Placement Agent Warrants”), except for proceeds ; provided that with respect to funds raised from existing shareholders stockholders of Miramar Exicure or from other purchasers as agreed to by Exicure and Katalyst, the conversion Company will, at the Company’s discretion, either (a) pay to the Placement Agents a cash payment equal to 6% of the Convertible Notes aggregate amount raised from existing stockholders of Exicure, (attached hereto as Exhibit 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 new accredited investors who have a relationship with Miramar and subscribe to cause the Minimum Offering or the Maximum Offering to be fully subscribed (b) (the “Friends and Family InvestorsInsider Payment”). Funds raised from existing stockholders of Exicure will have no Placement Agent Warrant coverage. As a condition to payment of the Cash Fee or the Insider Payment, for which 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 Agents shall not be entitled to a receive a Cash Fee or to receive Placement Agent 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 connection with 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 exceptionsOffering. Any sub-agent of a the Placement Agent that introduces investors to the Offering will be entitled to share in the Cash Fees and Fee, Insider Payment and/or Placement Agent Warrants attributable to those investors as described above, 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.