Exhibit
10.1


 


CONSENT
AND WAIVER


 


THIS CONSENT AND WAIVER
(the “Consent and Waiver”) is effective the
30th day of June, 2008 (the “Effective Date”),
by and between Ceragenix Pharmaceuticals, Inc. a Delaware corporation (the
“Company”), and each investor listed on
the signature pages hereto as a “Holder”.


 


WHEREAS, the Holders hold Secured Convertible
Notes, as amended, of the Company (the “Notes”),
issued in connection with that certain Subscription Agreement dated November 28,
2005, by and between the Company and the Holders, as amended (the “Subscription Agreement”);


 


WHEREAS, the Company and the Holders desire to
amend the terms of the Notes and the Subscription Agreement to, among other
items, extend the maturity date of the Notes from June 30, 2008, to December 31,
2011 (the “Amendment”);


 


WHEREAS, the Company and the Holders anticipate
such amendment of the terms of the Notes and the Subscription Agreement shall
require further time for negotiation among the parties beyond the current
maturity date of the Notes of June 30, 2008; and


 


WHEREAS, the Company and the Holders desire to
waive the exercise of certain rights under the Notes and the Subscription
Agreement and to extend the time of the compliance with its obligations under
the Notes and the Subscription Agreement to allow for additional time for the
parties to negotiate the terms of such amendment.


 


NOW,
THEREFORE, in
consideration of the promises and covenants contained in this Consent and
Waiver, and for other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the Holders and the Company hereby agree as
follows:


 


1.               Each of the undersigned Holders hereby
waives its right to payment of any interest with respect to the Notes which
such higher interest would be triggered by the occurrence of the Maturity Date
(as such term is defined in the Notes) pursuant to Section 1.1 of the
Notes that would not otherwise be payable on such date until July 18,
2008.


 


2.               Each of the undersigned Holders hereby
waives its right to payment in full of the Notes on the Maturity Date (as such
term is defined in the Notes) pursuant to Section 1.2 of the Notes until July 18,
2008.


 


3.               Each of the undersigned Holders hereby waives
any other rights against the Company with respect to the Notes and the
Subscription Agreement that may be triggered by occurrence of the Maturity Date
(as such term is defined in the Notes) until July 18, 2008.


 


4.               The Company agrees that all obligations
and commitments of the Company with respect to the Notes and the Subscription
Agreement, which may expire on June 30, 2008, shall be extended to July 18,
2008.  All occurrences in Section 9
of the Subscription Agreement of the following phrase:


 

















 


“...until the sooner of (i) two
(2) years after the Closing Date, or (ii) until the Shares and
Warrant Shares have been resold or transferred by all Subscribers pursuant to
the Registration Statement or pursuant to Rule 144”


 


shall be replaced with
the following:


 


“...until the sooner of (i) July 18,
2008, or (ii) until the Shares and Warrant Shares have been resold or
transferred by all Subscribers pursuant to the Registration Statement or
pursuant to Rule 144”


 


5.               In the event the Company and Holders do
not consent to a further extension of the Maturity Date (as such term is
defined in the Notes), then all amounts waived as a result of this Consent and
Waiver shall be reinstated and immediately due and payable.


 


6.               Within four (4) business days of the date hereof,
the Company shall issue a Current Report on Form 8-K disclosing the
material terms of this Consent and Waiver, which shall include this Consent and
Waiver as an attachment thereto.


 


7.               The waivers granted hereunder are limited solely to
the Amendment.  Nothing contained herein
shall be deemed to consent to, or a waiver of, any other action or inaction of
the Company which constitutes or would constitute a violation of any provision
or agreement not waived herein.  The
Holders shall not be obligated hereby to grant any future waivers, consents or
amendments with respect to the Notes or the Subscription Agreement.


 


8.               The existence of this Consent and Waiver shall not
constitute an admission by any party that such Consent and Waiver is required
in connection with the Amendment or any other transaction.


 


9.               This Consent and Waiver shall bind and inure to the
benefit of the respective successors and permitted assigns of the Company and
each of the Holders.


 


10.         All questions concerning the construction, validity,
enforcement and interpretation of this Amendment shall be determined pursuant
to the Governing Law provision of the Notes.


 


11.         This Consent and Waiver may be executed in one or more
counterparts, including facsimile counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same
instrument.


 


12.      Except as expressly modified pursuant to this Consent
and Waiver, the terms of each Note remain unchanged and in full force and
effect.


 


[Signature
Page Follows]


 

















 


IN
WITNESS WHEREOF,
the undersigned have executed this Consent and Waiver as of the Effective Date.


 


	
  COMPANY:

  	
  CERAGENIX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HOLDERS:

  	
  LONGVIEW FUND

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LONGVIEW EQUITY FUND

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALPHA CAPITAL
  AKTIENGESELLSCHAFT

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date: