ContractSecurities Agreement • September 14th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Callisto Pharmaceuticals, Inc. 420 Lexington Avenue, Suite 1609 New York, NY 10170 LETTER AGREEMENTSecurities Purchase Agreement Amendment • September 14th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), is offering shares of its common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”) to certain accredited investors (the “Investors”) that participated in a private offering in February and April 2006 (the “Prior Offering”).
AMENDMENT AGREEMENTSecurities Purchase Agreement • September 14th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDMENT (the “Amendment”) to the SECURITIES PURCHASE AGREEMENT (the “Agreement”) originally dated as of February 3, 2006 by and between . (the “Investor”) and Callisto Pharmaceuticals, Inc. (the “Company”) and Warrant WA- of even date (the “Old Warrant”) is dated as of September 8, 2006. Capitalized terms not defined herein have the meanings assigned to them in the Agreement and Old Warrant as the case may be.
LOCK UP AGREEMENTLock Up Agreement • September 14th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), offered (the “Offering”) shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”) to certain accredited investors in a private offering, in exchange for, among other things, the agreements contained in this letter.
