Shares of Common Stock and Warrants as Units, each Unit consisting of One Share and One Warrant to be sold in a Rights Offering and Best Efforts Public Offering 2,594,082 Units CLEARSIGN COMBUSTION CORPORATION DEALER MANAGER AND PLACEMENT AGENT AGREEMENTDealer Manager and Placement Agent Agreement • December 7th, 2016 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington
ClearSign Combustion Corporation, a Washington corporation (the “Company”), proposes to conduct a rights offering (the “Rights Offering”), pursuant to which the Company will distribute to holders of record of its common stock, $0.0001 par value per share (“Common Stock”), as of December 19, 2016, subscription rights (the “Rights”) to subscribe for up to an aggregate of 2,594,082 units (the “Units”), each Unit consisting of one share of Common Stock (“Shares”) and a two-year warrant representing the right to purchase one share of Common Stock at an exercise price of $4.00 per share (“Warrants”), at a subscription price of $4.00 per Unit in cash (the “Subscription Price”) for up to an aggregate of approximately $10,376,328 in gross proceeds. Pursuant to this agreement (“Agreement”), the Company appoints MDB Capital Group, LLC (“MDB”) as exclusive dealer manager and as exclusive placement agent, as provided herein and subject to the terms and conditions thereof.
