STRICTLY CONFIDENTIAL Mr. Brian M. Culley Chief Executive Officer Adventrx Pharmaceuticals Inc. 6725 Mesa Ridge Road Suite 100 San Diego, CA 92121 Dear Mr. Culley:Placement Agent Agreement • January 7th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between Adventrx Pharmaceuticals Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) that Rodman shall serve as the exclusive (i) placement agent for the Company (“Direct Placement”) on a reasonable best efforts basis or (ii) underwriter for the Company, on a firm commitment basis (“Underwritten Placement”), in connection with the proposed reasonable best efforts placement or series of placements to occur during the term of this Agreement (the “Placement”). The Placement shall consist of registered or unregistered securities (the “Securities”) of the Company, which Securities may include one or any combination of the following: shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), warrants to purchase shares of Common Stock (“Warrants”) or securities of the Company convertible into shares of Common Stock of the Company “Convertible Securities”). The terms of such Pla
SERIES A/B] COMMON STOCK PURCHASE WARRANT ADVENTRX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • January 7th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations
THIS [SERIES A/B] COMMON STOCK PURCHASE WARRANT (this “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 (as defined above) and on or prior to the close of business on ________1 (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2011, 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”).
