Placement Agent Agreement (2018)Full Document 

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PRIVATE PLACEMENT AGENT AGREEMENT

THIS PRIVATE PLACEMENT AGENT AGREEMENT (the “Agreement”) is made and entered into as of the 12th day of June , 2018, by and between Zander Therapeutics, Inc. (the “Company”), and Dakoy Capital Markets, LLC (the “Placement Agent”).

Recitals:

A. The Company desires to obtain the services of the Private Placement Agent to assist it in that certain offering of shares of the Company (the “Securities” or “Shares”) on a best efforts basis through offering materials to be finalized within the next thirty (30) days (the “Offering”). One or more closings may be held from time to time as shall be agreed by the parties. The Offering will be made pursuant to Section 4(a)(2) or Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) to a limited number of accredited investors, as that term is defined under Rule 501(a) of Regulation D of the Securities Act.

B. The Private Placement Agent is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and is willing, as the Placement Agent, to assist the Company in the offering and sale of the Securities on the terms and conditions set forth herein.

Agreement:

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, undertakings, representations and warranties contained herein, the parties hereto agree as follows:

i) Appointment of Private Placement Agent. The Company hereby appoints the Private Placement Agent as its placement agent for the Offering on a non-exclusive basis. The Company maintains the right in its sole discretion to approve or disapprove any prospective purchaser of the Securities.

ii) Acceptance of Appointment; Best Efforts. The Placement Agent hereby accepts the appointment described in Section 1 above and agrees, as Placement Agent for the Company, to use its best efforts to introduce the Company to accredited investors, which may include corporations, partnerships, mutual funds, hedge funds, investment partnerships, securities firms, lending and other institutions and entities, as well as select high net worth individuals (collectively, the “Purchasers”) for the purposes of participating in the Offering. The Placement Agent makes no commitment to purchase all or any of the Securities.

iii) Other Agreements. The Company retains the right to employ other agents in connection with the sale of the Securities.

iv) Closing. The Company will hold one or more closings (each a “Closing”), from time to time, on accepted subscriptions during the Offering.

v) Proceeds to Company. The gross proceeds from each Closing shall be paid by the Investor to the Company per the wire instructions contained in the offering materials. The Placement Agent’s commission will be paid by the Company by wire transfer by noon of the next business day following each Closing, or as soon thereafter as practicable.

vi) Offering Period. The Offering shall commence within 30 days of the date hereof. The Company may terminate or extend the Offering at any time in its sole discretion.

vii) Placement Agent Compensation. As compensation for its activities hereunder and pursuant hereto, the Placement Agent shall be paid a commission as follows:

A.Cash commission in an amount equal to seven percent (7%) of the total principal amount of gross proceeds of any Securities purchased by investors first introduced to the Company by the Placement Agent (“PA Investors”) and accepted by the Company (such persons being hereinafter referred to as the “PA Investor(s)”), and

B.Options exercisable for five (5) years from the date the Offering closes, to purchase that number of Shares equal to two percent (5%) of the number of Shares of Company sold in the Offering to PA Investors (the “Options Compensation” and together with the Cash Compensation, the “Placement Agent Compensation”). Such options shall be granted at each Closing at an exercise price per share equal to the price of the shares paid by the investors in the Offering. Such Option Compensation shall provide, among other things that the options shall:

1. expire five (5) years from the date of issuance; and

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