FORM OF UNIT WARRANT NO. ___ CEPTOR CORPORATION _____ SHARES WARRANT TO PURCHASE COMMON STOCK -------------------------------- VOID AFTER 5:30 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE...Warrant Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec
Exhibit 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of December 9, 2005, by and between CEPTOR CORPORATION, a Delaware corporation with its principal place of business located at 200...Security Agreement • December 15th, 2005 • CepTor CORP • Pharmaceutical preparations • Delaware
EXHIBIT 4.1 THIS WARRANT (THIS "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR...Common Stock Purchase Warrant • October 11th, 2005 • CepTor CORP • Pharmaceutical preparations • Illinois
WHEREAS:Common Stock Purchase Agreement • October 11th, 2005 • CepTor CORP • Pharmaceutical preparations • Illinois
CepTor Corporation 200 International Circle Suite 5100 Hunt Valley, Maryland 21030Securities Purchase Agreement • December 15th, 2005 • CepTor CORP • Pharmaceutical preparations
Right to Purchase ________ shares of Common Stock of CepTor Corporation (subject to adjustment as provided herein) FORM OF COMMON STOCK PURCHASE WARRANT No. 2006-A-001 Issue Date: May ___, 2006 CEPTOR CORPORATION, a corporation organized under the...Warrant Agreement • June 2nd, 2006 • CepTor CORP • Pharmaceutical preparations • New York
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 9, 2005, by and among CEPTOR CORPORATION, a Delaware corporation (the "COMPANY"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • December 15th, 2005 • CepTor CORP • Pharmaceutical preparations • Delaware
Exhibit 4.3 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT made this 29th day of June, 2006 by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership with an office at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (the...Assignment Agreement • July 6th, 2006 • CepTor CORP • Pharmaceutical preparations
Exhibit 1.1 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec • Florida
RECITALS:Employment Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • Maryland
RECITALS:Employment Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • Maryland
Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec • Delaware
RECITALSExclusive License Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • New York
DATED: DECEMBER 28, 2005 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Debenture Agreement • January 4th, 2006 • CepTor CORP • Pharmaceutical preparations
Exhibit 10.3 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 9, 2005, by and among CEPTOR CORPORATION, a Delaware corporation (the "COMPANY"), and the undersigned investors listed on...Investor Registration Rights Agreement • December 15th, 2005 • CepTor CORP • Pharmaceutical preparations • Delaware
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT May 26, 2006 Brookshire Securities Corporation 4 West Las Olas Blvd. - 8th Floor Ft. Lauderdale, FL 33301 RE: CEPTOR CORPORATION Ladies and Gentlemen: This Placement Agency Agreement (this "Agreement") sets forth...Placement Agency Agreement • June 2nd, 2006 • CepTor CORP • Pharmaceutical preparations • Florida
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ______________ INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA ------------------------------------------------------------------------------ THIS IS TO CERTIFY THAT is the owner of...Common Stock Certificate • June 3rd, 2003 • Medallion Crest Management Inc
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and subject to the laws of the State of Florida and to the Certificate of Incorporation and Bylaws of the Corporation, all as in effect from time to time. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
RECITALS:Director and Officer Indemnification Agreement • October 17th, 2005 • CepTor CORP • Pharmaceutical preparations • Delaware
LOGO] BANNER CAPITAL MARKETSPrivate Placement Agreement • October 17th, 2005 • CepTor CORP • Pharmaceutical preparations
-------------------------------------------- A. BUYER Ceptor Corporation 200 International Circle Suite 5100 Hunt Valley, Maryland 21030 ----------------------------------- -------------------------------------------- B. SELLER Peninsula Laboratories...Manufacture and Supply Agreement • May 16th, 2005 • CepTor CORP • Pharmaceutical preparations • Maryland
RECITALS:Employment Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • Maryland
Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of May ____, 2006, by and among CepTor Corporation, a Delaware corporation (the "COMPANY"), and the subscribers identified on the signature page hereto (each a...Subscription Agreement • June 2nd, 2006 • CepTor CORP • Pharmaceutical preparations • New York
WHEREAS:Registration Rights Agreement • October 11th, 2005 • CepTor CORP • Pharmaceutical preparations • Illinois
CEPTOR CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of March 7, 2006Rights Agreement • March 8th, 2006 • CepTor CORP • Pharmaceutical preparations • New York
Rights Agreement, dated as of March 7, 2006 (the “Agreement”), between CepTor Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
RECITALS:Ceptor Agreement • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec
Exhibit 1.2 AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 31st, 2005 • CepTor CORP • Lessors of real property, nec
Reference is made to that certain Placement Agent Agreement (the "Agreement"), dated as of October 22, 2004, by and between Brookshire Securities Corporation ("Brookshire") and CepTor Corporation ("CepTor"). This letter is to confirm our mutual agreement that the Agreement shall be amended to reflect CepTor's option to increase the maximum amount of the Offering to $12,000,000 (480 Units), with an over-allotment option of $1,800,000 (72 Units).
ARTICLE IConvertible Note • June 2nd, 2006 • CepTor CORP • Pharmaceutical preparations • New York
RECITALS:Ceptor Agreement • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2006 • CepTor CORP • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the ‘‘Agreement’’) is made as of the 14th day of August, 2006 by and among the persons listed on Schedule A hereto (each, a ‘‘Seller’’ and, collectively, the ‘‘Sellers’’) and Brio Capital, L.P. and Centurion Microcap, L.P., (each a ‘‘Purchaser’’).
