STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
agreement dated as of February 3, 2010 (the “Agreement ”) is by and between
EntreMed, Inc., a Delaware corporation whose principal address is 0000 Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000, and hereinafter referred to as the
“Seller ” and _________,
hereinafter referred to as the “Buyer .”
WITNESSETH:
WHEREAS, the Seller desires to
sell three million eight hundred forty six thousand one hundred fifty
four (3,846,154) shares of its common stock that are fully registered for resale
(the “Shares”), and the
Buyer desires to purchase such Shares.
NOW, THEREFORE , in
consideration of the foregoing and the mutual promises and covenants herein
contained, it is hereby agreed as follows:
On or
about this date, the Seller shall deliver to the Buyer all rights to the Shares,
and it shall deliver the Shares electronically to the Buyer’s brokerage account
at _________ (account number ________________), and the Buyer shall concurrently
pay to the Seller by bank wire the sum two million five hundred thousand dollars
($2,500,000) in lawful funds of the United States of America.
The
Seller represents and warrants that the Shares (a) have been fully registered
for resale under the Securities Act of 1933, as amended (the “Act”) and (b) have no
restrictions on transferability or resale.
The Buyer
represents and warrants that the Shares are being acquired for its own account
and for investment purposes only, and that it is an “accredited investor” as
such term is defined by Rule 501(a) of Regulation D.
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
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ENTREMED, INC.
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By:
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Name:
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Title:
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BUYER :
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By:
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Name:
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Title:
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