CepTor CORP Sample Contracts

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WHEREAS:
Common Stock Purchase Agreement • October 11th, 2005 • CepTor CORP • Pharmaceutical preparations • Illinois
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CepTor CORP • October 17th, 2005 • Pharmaceutical preparations
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Employment Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • Maryland
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Employment Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • Maryland
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Exclusive License Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • New York
Exhibit 1.1 PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec • Florida
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Employment Agreement • February 11th, 2005 • CepTor CORP • Lessors of real property, nec • Maryland
Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec • Delaware
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Director and Officer Indemnification Agreement • October 17th, 2005 • CepTor CORP • Pharmaceutical preparations • Delaware
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Registration Rights Agreement • October 11th, 2005 • CepTor CORP • Pharmaceutical preparations • Illinois
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CEPTOR CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of March 7, 2006
Rights 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 AGREEMENT
Placement 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 I
CepTor CORP • June 2nd, 2006 • Pharmaceutical preparations • New York
CepTor Corporation 200 International Circle Suite 5100 Hunt Valley, Maryland 21030
CepTor CORP • December 15th, 2005 • Pharmaceutical preparations
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...
Medallion Crest Management Inc • June 3rd, 2003

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:
Ceptor Agreement • December 14th, 2004 • Medallion Crest Management Inc • Lessors of real property, nec
SECURITIES PURCHASE AGREEMENT
Securities 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’’).

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