STRICTLY CONFIDENTIAL Mr. Brian M. Culley Chief Business Officer Adventrx Pharmaceuticals Inc. 6725 Mesa Ridge Road Suite 100 San Diego, CA 92121 Dear Mr. Culley:Adventrx Pharmaceuticals Inc • January 4th, 2010 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Adventrx Pharmaceuticals Inc. (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 approximately $15.0 million of securities of the Company (the “Securities”), including convertible preferred securities. The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Rodman would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Rodman’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities and do
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2010 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 4, 2010, between ADVENTRX 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 ADVENTRX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • January 4th, 2010 • Adventrx 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 (the “Initial Exercise Date”) and on or prior to 5:30 p.m. (New York City time) on (the “Termination Date”) but not thereafter, to subscribe for and purchase from ADVENTRX 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).
