September 24, 2012Placement Agent Agreement • September 27th, 2012 • Epicept Corp • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between EpiCept Corporation (the “Company”) and Dawson James, Inc. (“Dawson”) that Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the exercise of certain Common Stock Purchase Warrants (the “Warrants”) of the Company (the “Warrant Exercise”) to purchase 8,132,353 shares of common stock (“Warrant Shares”) of the Company thereof for an aggregate purchase price of $813,235.30 (“Aggregate Gross Proceeds”). The Warrants were issued pursuant to those certain Securities Purchase Agreements dated February 8, 2012 and March 28, 2012. The terms of the Warrant Exercise shall be mutually agreed upon by the Company and the investors and nothing herein implies that Dawson would have the power or authority to bind the Company or an obligation for the Company to issue any Warrants or complete the Warrant Exercise. The Company expressly acknowledges and a
EPICEPT LETTERHEAD] September 24, 2012Reset Offer • September 27th, 2012 • Epicept Corp • Pharmaceutical preparations
We are pleased to offer to you the opportunity to reprice all of the shares of Series A and B 0% Convertible Preferred Stock (collectively, the “Preferred Stock”) and Common Stock Purchase Warrants (“Warrants”) held by you. Reference is made to those certain Securities Purchase Agreements (collectively, the “Agreements”), dated February 8, 2012 and March 28, 2012, by and between EpiCept Corporation (the “Company”) and you, pursuant to which the Preferred Stock and Warrants were issued. The shares of Preferred Stock, Warrants and exercise of the shares underlying the Warrants (“Warrant Shares”) have been registered for sale pursuant to a registration statement on Form S-1 (File No. 333-160571) (the “Registration Statement”). The Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future.
