SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2009 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2009, between RXi Pharmaceuticals Corporation., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RXi Pharmaceuticals Corporation 60 Prescott Street Worcester, MA 01605 Attn: Dr. Tod Woolf, CEO Dear Dr. Woolf:Placement Agent Agreement • July 31st, 2009 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between RXi Pharmaceuticals Corporation (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the exclusive placement agent (the “Services”) for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities issued directly by the Company (the “Securities”). For the avoidance of doubt, the Offering will not include, nor will the Securities consist of, shares issued under the Company’s recent equity facility, or securities issued pursuant to partnerships or other agreements to which Rodman is not a party, or shares of common stock of the Company (the “CytRx Shares”) proposed to be sold by CytRx Corporation (“CytRx”) in the same transaction in which the Securities are to be offered and placed pursuant to a letter agreement with Rodman to be dated on or about the date hereof (the “CytRx Offering” and, together with the Offering, the “
