SEC Connect





 








 


 


March
[10], 2017



STRICTLY CONFIDENTIAL


 


Innovus
Pharmaceuticals, Inc.


9171
Towne Centre Drive, Suite 440


San
Diego, California 92122


 


Attention:
Dr. Bassam Damaj, Chief Executive Officer


 



Dear Mr. Damaj:


 




            

Reference is made
to the engagement agreement (the “Engagement Agreement”),
dated January 17, 2017, by and between Innovus Pharmaceuticals,
Inc. (the “Company”) and Rodman
& Renshaw, a unit of H.C. Wainwright & Co., LLC
(“Rodman”), pursuant to
which Rodman shall serve as the exclusive agent, advisor or
underwriter of the Company in connection with an Offering (as
defined in the Engagement Agreement) filed on Form S-1 on a
best-efforts basis.






 


The
Company and Rodman hereby agree to amend the Engagement Agreement,
as follows:


 


The
parties hereby clarify that Rodman shall not be entitled to any
warrant solicitation fees under Section A.1 of the Engagement
Letter.


 


Section
A.2 is hereby amended and restated in its entirety to read as
follows:


 


Warrant
Coverage. The Company
shall issue to Rodman or its designees at each Closing, warrants
(the “Rodman
Warrants”) to purchase that number of shares of common
stock of the Company equal to eight percent (8%) of the aggregate
number of shares of Common Stock placed in each Offering
(reduced to five percent (5%) for a
registered Offering) (if the Securities are convertible or
include a “greenshoe” or “additional
investment” option component, such shares of Common Stock
underlying such Securities or options). If the Securities included
in an Offering are non-convertible, the Rodman Warrants shall be
determined by dividing the gross proceeds raised in such Offering
divided by the then market price of the Common Stock. The Rodman
Warrants shall have the same terms as the warrants issued to
investors in the applicable Offering; provided, however, that the
Rodman Warrants will be locked-up for a period of 180 days
following the effective date of an Offering in accordance with
FINRA Rule 5110(g)(1), except as provided in FINRA Rule 5110(g)(2).
If no warrants are issued to investors in an Offering, the Rodman
Warrants shall be in a customary form reasonably acceptable to
Rodman, have a term of 5 years and an exercise price equal to 125%
of the then market price of the Common Stock.


 


Section
A.3 is hereby amended and restated in its entirety to read, as
follows:


 


Expense Allowance. Out of the proceeds
of each Closing, the Company also agrees to pay Rodman (a) a
management fee equal to 1% of the gross proceeds raised in each
Offering, (b) $10,000 for non-accountable expenses, provided that
such amount shall be $60,000 in a public Offering and (c) $25,000
for legal fees and expenses of Rodman, provided that such amount
shall be $75,000 in a public Offering (provided, however, that such
reimbursement amount in no way limits or impairs the
indemnification and contribution provisions of this
Agreement).


 


Except
as expressly set forth above, all of the terms and conditions of
the Engagement Agreement shall continue in full force and effect
after the execution of this agreement and shall not be in any way
changed, modified or superseded by the terms set forth herein.
Defined terms used herein but not defined herein shall have the
meanings given to such terms in the Engagement
Agreement.


 


This
agreement may be executed in two or more counterparts and by
facsimile or “.pdf” signature or otherwise, and each of
such counterparts shall be deemed an original and all of such
counterparts together shall constitute one and the same
agreement.


 




 



 



 


 

 











 






IN
WITNESS WHEREOF, this agreement is executed as of the date first
set forth above.


 



           

Very truly
yours,






 



RODMAN & RENSHAW, A UNIT OF H.C. WAINWRIGHT & CO.,
LLC


 


 


 


By
__________________________


     Name:


     Title:


 


 


 


Accepted
and Agreed:


 



INNOVUS PHARMACEUTICALS, INC.


 


By
__________________________


     Name:


     Title: