0000950103-12-000399 Sample Contracts

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Note and Warrant Purchase Agreement • January 30th, 2012 • Entremed Inc • Biological products, (no disgnostic substances) • New York

This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of January 20, 2012, by and among EntreMed, Inc., a Delaware corporation (the “Company”), and the parties listed on the Schedule of Investors attached to this Agreement as Exhibit A (individually, an “Investor” and collectively the “Investors”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • January 30th, 2012 • Entremed Inc • Biological products, (no disgnostic substances)

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1 under the Act.

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