CONFIDENTIAL Mr. Brian M. Culley Chief Business Officer Adventrx Pharmaceuticals Inc. 6725 Mesa Ridge Road Suite 100 San Diego, CA 92121 Dear Mr. Culley:Adventrx Pharmaceuticals Inc • September 25th, 2009 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Adventrx Pharmaceuticals Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) consisting of the Company’s Series D Convertible Preferred Stock and warrants to purchase shares of Common Stock, in both cases including shares of the Company’s common stock, par value $0.001 per share (the “Shares” or “Common Stock”) underlying the preferred stock and warrants. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Se
