STOCK PURCHASE AGREEMENT
Exhibit
10.1
This agreement dated as of January 8,
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 one hundred twenty five thousand (3,125,000) 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 January 11, 2010, 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.
(The remainder of this page is left
blank intentionally)
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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