SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2010 • Epicept Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2010, between EpiCept Corporation, 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”).
SERIES A COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of EPICEPT CORPORATIONCommon Stock Purchase Warrant • July 1st, 2010 • Epicept Corp • 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 December 28, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EpiCept Corporation, a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.0001 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).
CONFIDENTIALPlacement Agent Agreement • July 1st, 2010 • Epicept Corp • Pharmaceutical preparations • New York
SERIES B COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of EPICEPT CORPORATIONCommon Stock Purchase Warrant • July 1st, 2010 • Epicept Corp • 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 December 28, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the tenth day following the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EpiCept Corporation, a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.0001 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).
