Common use of FORM OF PLACEMENT NOTICE Clause in Contracts

FORM OF PLACEMENT NOTICE. “From: [ ] [ ] Arcturus Therapeutics Holdings Inc. Cc: [ ] To: [C▇▇▇▇▇ F▇▇▇▇▇▇▇▇▇ & Co.] [W▇▇▇▇ Fargo Securities, LLC] [W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C.] Subject: [C▇▇▇▇▇ F▇▇▇▇▇▇▇▇▇] [W▇▇▇▇ Fargo Securities] [W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C.] —At the Market Offering—Placement Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement, dated December 23, 2022, as amended by Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated August 7, 2023 (as amended, the “Agreement”), by and among Arcturus Therapeutics Holdings Inc., a Delaware corporation (the “Company”), Cantor F▇▇▇▇▇▇▇▇▇ & Co., W▇▇▇▇ Fargo Securities, LLC, and W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C., I hereby request on behalf of the Company that the Designated Agent (as defined in the Agreement) sell up to [● ] shares of common stock, $0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $[●] per share[; provided that no more than [●] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold].”

FORM OF PLACEMENT NOTICE. “From: [ ] [ ] Arcturus Therapeutics Holdings Inc. Cc: [ ] To: [C▇▇▇▇▇ F▇▇▇▇▇▇▇▇▇ & Co.] [W▇▇▇▇ Fargo Securities, LLC] [W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C.[ ] Subject: [C▇▇▇▇▇ F▇▇▇▇▇▇▇▇▇] [W▇▇▇▇ Fargo Securities] [W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C.] —At the Market Offering—Equity Distribution — Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement, dated December 23, 2022, as amended by Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated August 7, 2023 (as amended, the “Agreement”), Distribution Agreement by and among Arcturus Therapeutics Holdings Inc.American Realty Capital Properties, a Delaware corporation Inc. (the “Company”), Cantor F▇▇ARC Properties Operating Partnership, L.P. and ▇▇▇▇▇▇▇ & Co.Lynch, WPierce, ▇▇▇▇▇▇ Fargo Securities& ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), LLCdated as of January 22, and W2013 (the “Agreement”), I hereby request on behalf of the Company that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C., I hereby request on behalf of the Company that the Designated Agent (as defined in the Agreement) sell up to [● ____] shares of the Company’s common stock, $0.001 par value $0.01 per share, of the Company (the “Shares”), at a minimum market price of $[●___] per share[; provided that no more than [●] Shares shall be sold in any one Trading Day (. The Company hereby confirms that, as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE MAXIMUM AGGREGATE OFFERING PRICE, THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY THE AGENT, AND/OR THE CAPACITY IN WHICH THE AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] With respect to each Placement Notice and end on [DATE] [until all any Placement Shares that are sold pursuant thereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be paid compensation, in the subject aggregate, equal to 2% of the gross proceeds from the sale of Placement Shares pursuant to the terms of this Placement Notice are sold].Agreement. Pursuant to Section 7(m) of the Agreement (the “Agreement”), dated as of January 22, 2013, by and among American Realty Capital Properties, Inc. (the “Company”), ARC Properties Operating Partnership, L.P. (the “Operating Partnership”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, the undersigned Chief Executive Officer and Chief Financial Officer of the Company, hereby certify to ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the Company, and, in the Company’s capacity as the general partner of the Operating Partnership, the Operating Partnership, that to the knowledge of the undersigned, as of the date indicated below: