EPICEPT CORPORATION. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
EPICEPT CORPORATION. By: Name: Title: MAXIM PHARMACEUTICALS INC. By: Name: Title: CYTOVIA, INC. By: Name: Title: AGENT AND LENDER: MIDCAP FUNDING III, LLC
EPICEPT CORPORATION. By: /s/ Xxxxx Xxxxxxx ----------------------- President SUBSCRIPTION FORM The undersigned, the registered holder of the within Stock Purchase Warrant, hereby elects to exercise the purchase right represented by such Warrant as follows: The undersigned hereby elects to purchase ___ shares of Preferred Stock and herewith makes payment of $___________ therefor. The undersigned hereby elects to exercise this Warrant by the net issuance method described in Section 3 of this Warrant and to receive ___ shares of Preferred Stock. The undersigned further requests that the certificates representing such shares be issued in the name of and delivered to ___________________________________ and if such shares shall not include all of the shares issuable under this Warrant, that a new Warrant of like tenor and date be delivered to the undersigned for the shares not issued. Dated: _______________ ________________________________ Name of Registered Holder
EPICEPT CORPORATION. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock, par value $0.0001 per share (the "Common Stock"), of EpiCept Corporation, a Delaware corporation (the "Company"), (the "Registrable Securities") understands that the Company has filed or intends to file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 21, 2006 (the "Registration Rights Agreement"), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.
EPICEPT CORPORATION. By: ----------------------------- Name: Title:
EPICEPT CORPORATION. By: /s/ XXXX X. XXXXXX ------------------------ Name: Xxxx X. Xxxxxx Title: Chief Executive Officer ADOLOR CORPORATION By: /s/ XXXXXXX X. XXXXXXXXX ------------------------ Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, Chief Operating Officer and Chief Financial Officer SIGNATURE PAGE TO LICENSE AGREEMENT Schedule 1.20
EPICEPT CORPORATION. By: ---------------------------- Name: John V. Talley, Jr. Xxxxx: XXX XXXEPTED OPTIONEE: ----------------------- Robert W. Cook
EPICEPT CORPORATION. By: /s/ John V. Talley ---------------------------------------- Name: John V. Talley Title: President axx Xxxxx Xxxxxtive Officer CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s Mark Angelo ---------------------------------------- Name: Mark Angelo Title: Portfolio Manaxxx EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Attention: Re: EPICEPT CORPORATION ------------------- Ladies and Gentlemen: We are counsel to EpiCept Corporation (the "Company"), and have represented the Company in connection with that certain Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") entered into by and between the Company and Cornell Capital Partners, LP (the "Investor") pursuant to which the Company issued to the Investor shares of its Common Stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the Standby Equity Distribution Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and as of the date hereof, we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. Very truly yours, By: ------------------------------- cc: CORNELL CAPITAL PARTNERS, LP
EPICEPT CORPORATION. By: /s/ ROBERT W. COOK -------------------------------------- Name: Robert W. Cook Title: SVP & CFO THE EXECUTIVE /s/ JOHN V. TALLEY, JR. ------------------------------------------ John V. Talley, Jr. EXHIBIT A
EPICEPT CORPORATION. By: Name: Xxxxxx X. Xxxx Title: President EPICEPT ISRAEL LTD., in formation BY: EPICEPT CORPORATION By: Name: Xxxxxx X. Xxxx Title: President IMMUNE PHARMACEUTICALS LTD. By: Name: Xx. Xxxxxx Xxxxxx Teper Title: Chief Executive Officer
