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
