SUBSCRIPTION AGREEMENTSubscription Agreement • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of November ____, 2005, by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers").
ContractWarrant Agreement • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERAGENIX PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of November ____, 2005, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible promissory notes issued or to be issued by Ceragenix Pharmaceuticals, Inc. ("Parent"), a Delaware corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the "Notes").
ContractSecured Convertible Note • November 30th, 2005 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERAGENIX PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
