0000893220-09-000195 Sample Contracts

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • February 5th, 2009 • Epicept Corp • Pharmaceutical preparations • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  February 5th, 2009
• Company
  Epicept Corp
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February [ ], 2009, between EpiCept Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EPICEPT CORPORATION and THE BANK OF NEW YORK MELLON, as Trustee Indenture Providing for Issuance of 7.5824% Convertible Subordinated Notes Due February [ ], 2014 Dated as of February [ ], 2009

Indenture • February 5th, 2009 • Epicept Corp • Pharmaceutical preparations • New York

• Contract Type
  Indenture
• Filed
  February 5th, 2009
• Company
  Epicept Corp
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

THIS INDENTURE, between EpiCept Corporation, a Delaware corporation (hereinafter called the “Company,” as more fully defined in Section 1.01), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee,” as more fully defined in Section 1.01), is made and entered into as of this [ ] day of February, 2009.