Common Contracts

CONFIDENTIAL

Epicept Corp • June 19th, 2009 • Pharmaceutical preparations • New York

• Company
  Epicept Corp
• Filed
  June 19th, 2009
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and EpiCept Corporation (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, including warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (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”) pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement, the S

CONFIDENTIAL EpiCept Corporation 777 Old Saw Mill River Road Tarrytown, NY 10591

Epicept Corp • February 10th, 2009 • Pharmaceutical preparations • New York

• Company
  Epicept Corp
• Filed
  February 10th, 2009
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and EpiCept Corporation (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, including warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and debentures (the “Debentures”) convertible into Common Stock to be issued pursuant to the indenture between the Company and The Bank of New York Mellon, as trustee (the “Trust Indenture”). 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 constitutes that Rodman would have the power or authority to bind the Company or any Purch