CONFIDENTIAL Dr. Rajesh C. Shrotriya M.D. Chief Executive Officer Spectrum Pharmaceuticals, Inc. 157 Technology Drive Irvine, CA 92618 Dear Dr. Shrotriya:Spectrum Pharmaceuticals Inc • September 23rd, 2009 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Spectrum Pharmaceuticals, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”), of registered securities of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement an
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2009 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2009, between Spectrum Pharmaceuticals, Inc., 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”).
COMMON STOCK PURCHASE WARRANT SPECTRUM PHARMACEUTICALS, INC.Common Stock Purchase Warrant • September 23rd, 2009 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March ___, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on June ___, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
