CONFIDENTIAL Noah D. Beerman Chief Executive Officer RXi Pharmaceuticals Corporation 60 Prescott Street Worchester, Massachusetts 01605 Dear Mr. Beerman:Placement Agent Agreement • March 23rd, 2010 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and RXi Pharmaceuticals Corporation (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 (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). 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 and the documents executed and delivered by the Company and the Purchasers in co
COMMON STOCK PURCHASE WARRANT RXI PHARMACEUTICALS CORPORATIONCommon Stock Purchase Warrant • March 23rd, 2010 • Rxi Pharmaceuticals Corp • 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 September ___, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on September ___, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RXi Pharmaceuticals Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • March 23rd, 2010 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Stock Redemption Agreement (“Agreement”) is entered into as of March 22, 2010 between RXi Pharmaceuticals Corporation, a corporation incorporated under the laws of Delaware (“Corporation”) and CytRx Corporation, a corporation incorporated under the laws of Delaware (“Stockholder”).
