SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2007 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2007, by and among Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2007 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 2, 2007, among Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of CALLISTO PHARMACEUTICALS, INC.Common Stock Purchase Warrant • August 7th, 2007 • Callisto 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 third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Callisto 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).
PUT OPTION AGREEMENTPut Option Agreement • August 7th, 2007 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
PUT OPTION AGREEMENT, dated as of August 2, 2007, between Callisto Pharmaceuticals, Inc., a Delaware company (the “Company”), and the purchaser (the “Purchaser”) of certain shares of the Company’s Series B Convertible Preferred Stock, $.001 par value (“Series B Stock”) whose name appears on the signature page hereof.
