0001104659-08-000733 Sample Contracts

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • January 4th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus

This Second Amendment Agreement (the “Agreement”), effective as of November 30, 2007, is by and among Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

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NOVEMBER 2007 AMENDMENT AGREEMENT
November 2007 Amendment Agreement • January 4th, 2008 • Ceragenix Pharmaceuticals, Inc. • Surgical & medical instruments & apparatus

THIS NOVEMBER 2007 AMENDMENT AGREEMENT (the “Amendment”), including all changes made pursuant hereto, is effective the 28th day of November 2007, by and between CERAGENIX PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) and each investor listed on the signature pages hereto as an “Investor”.

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