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 (“Katalyst”), each a U.S.-registered broker-dealer licensed with the Financial Industry Regulatory Authorityand member of FINRA, Inc. (“FINRA”), have has been engaged by Odyssey as placement agent on a co-exclusive basis as reasonable 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 will each be paid at each Closing an aggregate from the Offering proceeds a total cash commission of eight ten percent (810%) of the gross proceeds raised from investors Purchase Price paid by Purchasers in the Offering introduced by them (the “Cash Fee”) and will each receive warrants to purchase an aggregate a number of shares of Common Stock equal to eight ten percent (810%) 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 (5) years from the Initial Closing Date or any Subsequent date of the applicable Closing, as applicable, and an exercise price of $5.00 1.50 per share (the “Placement Agent Warrants”); provided, however, provided that with respect to funds raised from certain existing shareholders of Valeritas investors introduced by Odyssey, the Placement Agents will be subject to paid a Cash Fee of one five percent (15%) of the gross Purchase Price paid by such investors and will have no receive Placement Agent Warrants coverage. b. equal to five percent (5%) of the number of shares of Common Stock sold to such investors introduced by Odyssey. 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 Agents that introduces investors to the Offering will be entitled to share in the Cash Fees Fee and/or Placement Agent Warrants attributable to those investors, 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.