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Assignment And Assumption Of Engagement Letter

Engagement Agreement

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 This Engagement Agreement involves

MIRAMAR LABS, INC. | Benchmark Company, LLC | Katalyst Securities LLC | Miramar Labs, Inc | Miramar Technologies, Inc

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Governing Law: New York     Date: 6/13/2016
Industry: Business Services     Sector: Services

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This Assignment and Assumption of Engagement Letter (“ Assignment ”), effective as of the Effective Date (as defined below), is made by and between Katalyst Securities LLC (“ Katalyst ”) and The Benchmark Company, LLC (“ Benchmark ” and collectively the “ Placement Agents ”), Miramar Technologies, Inc., a Delaware corporation (“ Assignor ”) and Miramar Labs, Inc., a Delaware corporation (“ Assignee ”).


WHEREAS, Assignor has entered into that certain Private Placement Engagement Agreement dated as of June 1, 2016 with the Placement Agents to provide Assignor with certain professional services (the “ Engagement Letter ”);

WHEREAS, as of the Effective Date, a subsidiary of Assignee merged with and into Assignor, which resulted in Assignor becoming a wholly-owned subsidiary of Assignee (the “ Merger ”);

WHEREAS, pursuant to the terms of the Engagement Letter, Assignee will enter into that certain Subscription Agreement with each of the purchasers identified on the signature pages thereto (the “ Subscription Agreement ”) in connection with a private placement offering by Assignee (the “ Offering ”) in one or more closings (the first of any such closings, the “Initial Closing”);

WHEREAS, the effective date of this Assignment shall be the date of the Initial Closing under the Subscription Agreement (the “ Effective Date ”); and

WHEREAS, the assignment of the Engagement Letter by Assignor and the assumption by the Assignee as provided herein is desired to be effected by the parties hereto in connection with the Merger.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually agree, effective as of the Effective Date, as follows:

1. Assignment . Assignor hereby conveys, transfers, assigns, sets over to and vests in Assignee all of Assignor’s entire right, title and interest in, to and under the Engagement Letter.

2.     Assumption . Assignor does hereby delegate to Assignee, and Assignee hereby

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