SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2011 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____ __, 2011, between Cortex 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 CORTEX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • September 7th, 2011 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
STRICTLY CONFIDENTIAL Mark. A. Varney, Ph.D. Chief Executive Officer Cortex Pharmaceuticals, Inc. 15231 Barranca Parkway Irvine, CA 92618 Dear Dr. Varney:Placement and Underwriting Agreement • September 7th, 2011 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between Cortex Pharmaceuticals, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the exclusive (i) placement agent (the “Direct Offering”) on a reasonable best efforts basis or (ii) underwriter for the Company, on a firm commitment basis (“Underwritten Offering”), in connection with the proposed reasonable best efforts placement or series of placements to occur during the term of this Agreement (such Direct Offerings and Underwritten Offerings, collectively the “Offering”). The Offering shall consist of registered or unregistered securities (the “Securities”) of the Company. The terms of such Offering and the Securities shall be mutually agreed upon by the Company, Rodman and, if a Direct Offering, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein implies that Rodman would have the power or authority to bind the Company or any Purchaser, and the Company
