CONSENT AGREEMENTConsent Agreement • August 4th, 2014 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
This Consent Agreement (this “Agreement”) is dated as of July 29, 2014, between Cellectar Biosciences, Inc. (f/k/a Novelos Therapeutics, Inc.), a Delaware corporation (the “Corporation”), and each undersigned holder of the Corporation’s 8% Convertible Debentures due February 6, 2016 (the “Debentures”).
ContractCellectar Biosciences, Inc. • August 4th, 2014 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT 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.
NOTE PURCHASE AND SECURITY AGREEMENTNote Purchase and Security Agreement • August 4th, 2014 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
This Note Purchase and Security Agreement (this “Agreement”) is dated as of July 29, 2014, between Cellectar Biosciences, Inc. (f/k/a Novelos Therapeutics, 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”).
