ARQULE, INC. 5,788,095 Shares of Common Stock, $.01 par value per share PLACEMENT AGENT AGREEMENTArqule Inc • January 25th, 2005 • Pharmaceutical preparations • New York
ArQule, Inc., a Delaware corporation (the “Company”), proposes to sell to certain purchasers (each a “Purchaser” and, collectively, the “Purchasers”), pursuant to the terms of this Placement Agent Agreement (this “Agreement”), an aggregate of up to 5,788,095 shares of Common Stock, par value $.01 per share (the “Common Stock”), of the Company. The aggregate of 5,788,095 shares so proposed to be sold is hereinafter referred to as the “Stock.” The Company hereby confirms its agreement with J.P. Morgan Securities Inc. (“JPMorgan”) as follows (certain terms used herein are defined in Section 13 hereof):
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2005 • Arqule Inc • Pharmaceutical preparations • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
ESCROW AGREEMENTEscrow Agreement • January 25th, 2005 • Arqule Inc • Pharmaceutical preparations • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of the 24th day of January, 2005, by and among JPMorgan Chase Bank, N.A., a national banking association (the “Escrow Agent”), ArQule, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc., a Delaware corporation (the “Placement Agent”).
