Attached files
Exhibit 4.2
April 14, 2011
RXi Pharmaceuticals Corporation
60 Prescott Street
Worcester, MA 01605
60 Prescott Street
Worcester, MA 01605
Attention: Mark J. Ann, President and Chief Executive Officer
The undersigned is the record and beneficial owner of the warrants to purchase shares of
common stock, par value $0.01 per share (“Common Stock”) of RXi Pharmaceuticals Corporation (the
“Company”) set forth on Schedule A hereto (the “Warrants”).
The undersigned understands that the Company intends to effect an underwritten public offering
(the “Offering”) of units consisting of (i) shares of Common Stock and warrants to purchase shares
of Common Stock (the “New Warrants”). The Offering is described in the Company’s preliminary
prospectus supplement, dated April 14, 2011 (the “Preliminary Prospectus Supplement”), filed with
the Securities and Exchange Commission (the “Commission”). The undersigned acknowledges receipt of
a copy of the Preliminary Prospectus. Certain additional information relating to the terms of the
Offering, including the terms of the New Warrants have been provided to the undersigned by Roth
Capital Partners, LLC. The undersigned further acknowledges that it has received such additional
information and has had an opportunity to ask questions of and receive answers from the Company
regarding the terms of the Offering.
In consideration of its participation in the Offering, effective as of the closing date of the
Offering, the undersigned irrevocably agrees to exchange its Warrants for warrants to purchase
Common Stock having the same terms as the New Warrants (the “Exchange Warrants”) and exercisable,
subject to the terms of the Exchange Warrants, for the same aggregate number of shares of Common
Stock as the Warrants are currently exercisable (the “Exchange”). Not later than the Closing Date,
the undersigned shall deliver its Warrants to the Company for cancellation, and any Warrants not so
delivered shall thereafter cease to be exercisable and shall represent the right to receive the
Exchange Warrants pursuant to the terms hereof. The Company shall deliver to the undersigned, or as
the undersigned may otherwise direct, the Exchange Warrants to which the undersigned is entitled
hereunder at the same time as it delivers the New Warrants pursuant to the terms of the Offering.
The undersigned hereby represents and warrants that (i) it owns the Warrants free and clear of
all liens, claims, encumbrances and other adverse claims whatsoever, (ii) this letter agreement has
been duly authorized, executed and delivered by the undersigned and constitutes a valid and binding
agreement of the undersigned, enforceable against the undersigned in accordance with its terms and
(iii) the undersigned has not paid or received any commission or other remuneration in connection
with the Exchange.
[signature page immediately follows]
| Very truly yours, | ||||||
| By: | ||||||
| Title: | ||||||
ACCEPTED AND AGREED,
as of the date first written above.
as of the date first written above.
| RXI PHARMACEUTICAL CORPORATION | ||||
By: |
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Title:
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Schedule A
| Class or Series of Warrants | Number of Warrant Shares | |||
March 2011 13-Month Warrants
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March 2011 5-Year Warrants
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