Engagement for Private Placement of Securities Sample Contracts

Ceros Financial Services, Inc. Rockville, MD 20850
Engagement for Private Placement of Securities • July 6th, 2023 • MedTech Acquisition Corp • Services-medical laboratories • New York

This letter agreement (the “Agreement”) confirms our agreement that MedTech Acquisition Corporation, a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Ceros Financial Services, Inc. ( “Ceros” and together with its affiliates, the “Placement Agent”) to act as the Company’s placement agent in connection with the Company’s proposed private placement offering to existing qualified customers of Ceros (the “Offering”) of shares of the Company’s common stock (the “Securities”) in connection with the Company’s proposed business combination (the “Business Combination”) with TriSalus Life Sciences, Inc., a privately held oncology therapeutics company (“Target”), pursuant to that certain Agreement and Plan of Merger by and among the Company, the Target and MTAC Merger Sub, Inc., dated November 11, 2022 (the “Merger Agreement”). The precise terms of the Offering and the gross proceeds of such Offering will be negotiated by the Placement Agen

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SUBJECT TO MAXIM GROUP COMMITMENT COMMITTEE APPROVAL
Engagement for Private Placement of Securities • July 13th, 2021 • Takung Art Co., Ltd. • Retail-retail stores, nec • New York

This letter agreement (the “Agreement”) confirms our agreement that Takung Art Co., Ltd, a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement offering (the “Offering”) of equity or equity-linked securities (the “Securities”) of the Company. The precise terms of the Securities and the gross proceeds of such Offering will be negotiated by the Placement Agent and the Company with one or more Investors (as defined below).

CONFIDENTIAL
Engagement for Private Placement of Securities • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York

This letter agreement (the “Agreement”) confirms our agreement that 180 Life Sciences Corp., a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement offering (the “Offering”) of common shares or common shares and warrants (the “Securities”) of the Company.1 The precise terms of the Securities and the gross proceeds of such Offering will be negotiated by the Placement Agent and the Company with one or more Investors (as defined below), it being understood that, provisionally, the expected gross proceeds of the Offering will be up to $15.0 million.

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