FORM OF] CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG RXI PHARMACEUTICALS CORPORATION, COMPUTERSHARE TRUST COMPANY, N.A., COMPUTERSHARE INC., AND ROBERT E. KENNEDY, IN HIS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE April 13, 2011Contingent Value Rights Agreement • April 14th, 2011 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of April 13, 2011 (this “Agreement”), by and among RXi Pharmaceuticals Corporation, a Delaware corporation (“Parent”), and Computershare Trust Company, N.A., a national banking association (“Trust Company”) and Computershare Inc., a Delaware Corporation , as exchange agent (“Computershare” and together with Trust Company, the “Rights Agent”), and Robert E. Kennedy, an individual acting as the Company Stockholders’ representative (the “Stockholder Representative”) in favor of each person who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive cash payments or stock issuances in the amounts and subject to the terms and conditions set forth herein.
FORM OF] ESCROW AGREEMENTEscrow Agreement • April 14th, 2011 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of April 13, 2011 (this “Agreement”), is by and among RXi Pharmaceuticals Corporation, a Delaware corporation (“Parent”), Robert E. Kennedy, solely in his capacity as representative of the stockholders of Apthera, Inc. (the “Stockholder Representative”), and Computershare Trust Company, N.A. (the “Escrow Agent”). Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement (as defined below). Parent shall provide the Escrow Agent with a true and complete copy of the Merger Agreement for its records and reference.
