Finance contingency clause samples

In connection with the Offering, we agreed to pay our placement agent, Katalyst Securities LLC, a U.S. registered broker-dealer, or the Placement Agent, (i)a cash commission of 7% of the gross proceeds raised from investors in the Offering introduced by them, and to issue to the Placement Agent warrants to purchase a number of shares of common stock equal to 7% of the number of shares of common stock sold to investors in the Offering introduced by them, with a term of three years from the initial closing date of the Offering, or any subsequent closing in connection with the Placement Agent’s oversubscription option, and an exercise price of $3.00 per share, or the Placement Agent Warrant, and (ii)with respect to funds raised from existing stockholders of Exicure OpCo or other investors as agreed to by us and the Placement Agent, at our discretion, either (a)a cash payment equal to 6% of the aggregate amount raised from existing stockholders of Exicure OpCo, or (b)a number of shares of our common stock equal to the quotient of (1)6% of the aggregate amount raised from existing stockholders of Exicure OpCo, divided by (2)the Offering Price, or (3)any combination of clauses (1)and (2), such payments, the Insider Payment. Funds raised from existing stockholders of Exicure OpCo will have no Placement Agent Warrant coverage. As a condition to payment of the Insider Payment in clause (ii), the Placement Agent must raise a minimum of $10.0million in the Offering prior to October31, 2017 from investors who are not existing investors of Exicure OpCo, or the Finance Contingency. The Company has agreed that if Katalyst raises less than $10.0million (and therefore the Finance Contingency is not met), but Katalyst raises more than $7.0million, the Company will pay an amount of the Insider Payment equal to the product of (a)75% multiplied by (b)the quotient of (i)the amount raised by Katalyst in the initial closing of the Offering divided by (ii)$10.0million, multiplied by (c)the Insider Payment that would be due in the absence of the Finance Contingency. Shares of our common stock issued pursuant to the Insider Payment to the Placement Agent will be subject to a lock-up agreement for a period of 18 months.