ContractWarrant Agreement • April 23rd, 2008 • Macrochem Corp • Pharmaceutical preparations • Florida
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE 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, 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.
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 23rd, 2008 • Macrochem Corp • Pharmaceutical preparations • Florida
This Note is one of a duly authorized issue of 12% Convertible Promissory Notes of the Borrower, in aggregate principal amount of up to Five Hundred Thousand Dollars ($500,000) (the “Promissory Notes”) issued pursuant to the Subscription Agreement dated as of the date hereof (the “Subscription Agreement”). The Promissory Notes rank equally and ratably without priority over one another. No payment, including any prepayment, shall be made hereunder unless payment, including any prepayment, is offered with respect to the other Promissory Notes in an amount which bears the same ratio to the then unpaid principal amount of such Promissory Notes as the payment made hereon bears to the then unpaid principal amount under this Note. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 18, 2008, BY AND AMONG MACROCHEM CORPORATION, VRM ACQUISITION, LLC, VIRIUM HOLDINGS, INC. AND VIRIUM PHARMACEUTICALS INC.Merger Agreement • April 23rd, 2008 • Macrochem Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 18, 2008, by and among MacroChem Corporation, a Delaware corporation (“Parent”), VRM Acquisition, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Virium Holdings, Inc., a Delaware corporation (“Holdings”) and Virium Pharmaceuticals Inc., a New York corporation and a direct wholly-owned subsidiary of Holdings (the “Company”). Certain capitalized terms used herein are defined in Section 7.03.
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT BETWEEN MACROCHEM CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • April 23rd, 2008 • Macrochem Corp • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this “Amendment No. 2”) is made as of April 18, 2008, between MacroChem Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”). Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings given them in the Rights Agreement.
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE AND AMENDMENT TO WARRANTSConvertible Promissory Note and Warrant Amendment • April 23rd, 2008 • Macrochem Corp • Pharmaceutical preparations • New York
This Amendment, dated as of March 26, 2008, (the “Amendment”) is by and between Virium Pharmaceuticals, Inc., a New York corporation (the “Company”) and Strategic Capital Resources, Inc (the “Holder”) and, among other things, amends certain provisions of (i) the Convertible Promissory Note in the original principal amount of $500,000, issued by the Company as Certificate No. PN-May-1 and dated as of May 30, 2007 (as amended pursuant to Amendment No. 1 (defined below), the “Note”), (ii) the Warrant (Warrant No. W-May07-1) representing the right to purchase up to 250,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and issued to the Holder on May 30, 2007 (the “May 2007 Warrant”) and (iii) the Warrant (Warrant No. W-May07-2) representing the right to purchase up to 250,000 shares of Common Stock and issued to the Holder on November 30, 2007 (the “November 2007 Warrant”).
