REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 5, 2006, among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of December 5, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2006 among Ceragenix Pharmaceuticals, Inc., 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”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT CERAGENIX PHARMACEUTICALS, INC.Security Agreement • December 8th, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
