COMMON STOCK PURCHASE WARRANT ADVENTRX PHARMACEUTICALS, INC.Common Stock Purchase Warrant • November 14th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (this “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 Initial Exercise Date, as listed above, and on or prior to the close of business on April 1, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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). This Warrant is issued by the Company as of the date hereof pursuant to (i) Section A.2 of the Engagement Letter Agreement, dated May 17, 2011, between the Company and Rodman & Renshaw, LLC and (ii) Section 4(2) of the Securities Act an
21,250,000 SHARES of Common Stock and 10,625,000 WARRANTS OF ADVENTRX PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned, ADVENTRX Pharmaceuticals, Inc., a company formed under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters”) named in Schedule I hereto for whom Rodman & Renshaw, LLC is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 14th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Agreement”) is made as of November 11, 2011 between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Warrant Agent”).
