CONFIDENTIAL Louis J. Arcudi III Chief Financial Officer Idera Pharmaceuticals, Inc. 167 Sidney Street Cambridge, MA 02139 Dear Mr. Arcudi:Idera Pharmaceuticals, Inc. • August 3rd, 2010 • Biological products, (no disgnostic substances) • New York
This letter (this “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Idera 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”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase share of the Common Stock. 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 provides or implies that Rodman would have the power or authority to bind the Company or any Purchaser or constitutes an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the subscription agreement
COMMON STOCK PURCHASE WARRANT IDERA PHARMACEUTICALS, INC.Common Stock Purchase Warrant • August 3rd, 2010 • Idera Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
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 Idera 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).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2010 • Idera Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Subscription Agreement, including the Terms and Conditions for Purchase of Units attached hereto as Annex I (collectively, this “Agreement”) is made as of the date set forth below between Idera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investor.
