COMMON STOCK PURCHASE WARRANT CERAGENIX PHARMACEUTICALS, INC.Ceragenix Pharmaceuticals, Inc. • September 29th, 2008 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractCeragenix Pharmaceuticals, Inc. • September 29th, 2008 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERAGENIX PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
September 18, 2008 Barbara R. Mittman Grushko & Mittman, P.C. Attorneys at LawAgreement • September 29th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
AUGUST 2008 AMENDMENT AGREEMENTAugust 2008 Amendment Agreement • September 29th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus • New York
FOURTH AMENDMENT AGREEMENTFourth Amendment Agreement • September 29th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus
This Fourth Amendment Agreement (the “Agreement”), dated as of August 20, 2008 and effective as of July 18, 2008 (the “Effective Date”), is by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
