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Exhibit 1.2
THIS AMENDMENT AGREEMENT (the “
Agreement ”), dated as of May 19, 2009, is entered
into by and among Rexahn Pharmaceuticals, Inc. (the “
Company ”) and Rodman & Renshaw, LLC (the “
Placement Agent”). Defined terms not
otherwise defined herein shall have the meanings set forth in the
Engagement Agreement (as defined below).
WHEREAS, pursuant to an engagement agreement
dated April 6, 2009 (the “ Engagement Agreement
”) the Company engaged the Placement Agent as its placement
agent on “reasonable best efforts” basis in connection
with a proposed placement of registered securities of the Company;
and
WHEREAS, the Company and the Placement Agent
desire to amend the Engagement Agreement as set forth
hereunder.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, each Holder hereby agrees as follows:
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Amendment . Section 1 of the Engagement
Agreement is hereby amended and replaced in its entirety with the
following:
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SECTION 1 . Compensation and other
Fees . As compensation for the services provided by
Rodman hereunder, the Company agrees to pay to Rodman the fees set
forth below with respect to the Placement:
(A) A
cash fee payable immediately upon the closing of the Placement
equal to 6% of the aggregate gross proceeds raised
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