COMMON STOCK PURCHASE WARRANT EPICEPT CORPORATIONEpicept Corp • May 31st, 2011 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MidCap Financial, LLC, a Delaware limited liability company, or its assigns (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 Issue Date and on or prior to the close of business on May 27, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from EpiCept Corporation, a Delaware corporation (the “Company”), up to 1,092,063 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.0001 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2011 • Epicept Corp • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 27, 2011 (the “Closing Date”) by and among MIDCAP FUNDING III, LLC, a Delaware limited liability company, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as collateral agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and EPICEPT CORPORATION, a Delaware corporation (“EpiCept”), MAXIM PHARMACEUTICALS INC., a Delaware corporation, and CYTOVIA, INC., a Delaware corporation (either individually or collectively as the context may require, the “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
