DEALER-MANAGER AGREEMENTDealer-Manager Agreement • March 8th, 2017 • ITUS Corp • Patent owners & lessors • New York
Contract Type FiledMarch 8th, 2017 Company Industry JurisdictionThe following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by ITUS Corporation, a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”), and certain of its outstanding warrants (the “Warrants”) subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about March 3, 2017 to the Company’s Form S-3 shelf registration statement (File No. 333-206782) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 4, 2015, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription price equal to the lesser of (i) $3.24 and (ii) a 15% discount to the volume weighted average price for our Common Stock for the five (5) trading day period through and including Friday, March 24, 2017 (the “Su