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 • October 5th, 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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2009 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 6, 2009, between ADVENTRX 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 ADVENTRX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • October 5th, 2009 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________(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 Issue Date described above (the “Initial Exercise Date”) and on or prior to 5:30 p.m. (New York City time) on _________, 2014(the “Termination Date”) but not thereafter, to subscribe for and purchase from ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ____________shares (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).
