SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2009 • Epicept Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2009, between EpiCept Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EPICEPT CORPORATION and THE BANK OF NEW YORK MELLON, as Trustee Indenture Providing for Issuance of 7.5556% Convertible Subordinated Notes Due 2014 Dated as of February 9, 2009Epicept Corporation • February 10th, 2009 • Epicept Corp • Pharmaceutical preparations • New York
THIS INDENTURE, between EpiCept Corporation, a Delaware corporation (hereinafter called the “Company,” as more fully defined in Section 1.01), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee,” as more fully defined in Section 1.01), is made and entered into as of this 9th day of February, 2009.
CONFIDENTIAL EpiCept Corporation 777 Old Saw Mill River Road Tarrytown, NY 10591Epicept Corp • February 10th, 2009 • Pharmaceutical preparations • 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
