Exhibit 10.2


 


NOVEMBER 2007 AMENDMENT AGREEMENT


 


THIS
NOVEMBER 2007 AMENDMENT AGREEMENT (the “Amendment”),
including all changes made pursuant hereto, is effective the 28th day of November 2007,
by and between CERAGENIX PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) and each investor listed on the
signature pages hereto as an “Investor”.


 


WHEREAS,
pursuant to that certain subscription agreement dated November 28, 2005 by
and between the Borrower and the Holders (the “Subscription Agreement”), the Holders were issued Secured
Convertible Notes (the “Notes”);


 


WHEREAS,
the Maturity Date of the Notes is November 28, 2007;


 


WHEREAS,
the Borrower and Holders desire to amend the Notes to extend the Maturity Date
and other terms of the Notes;


 


NOW,
THEREFORE, IN CONSIDERATION of the covenants contained in this Amendment, and
for good and valuable consideration the receipt and adequacy of which is hereby
acknowledged, the Holders and the Borrower agree that the Notes be amended as
follows:


 


1.               Extension of
Maturity Date.  The Holders
hereby agree to extend the Maturity Date from November 28, 2007 to June 30,
2008.  The
date “November 28, 2007” is hereby deleted wherever it appears throughout
each Note and replaced with the date, “June 30, 2008”.


 


2.               Amendment to
Principal Amount of Notes.  In
consideration for extending the Maturity Date, the Borrower shall increase the
outstanding principal amount of each Note by 10% (the “Increased Principal Amount”).  The Increased Principal Amount of the Holders
is set forth on Exhibit A hereto.


 


3.               Notices.


 


(a)           The
last sentence of Section 5.2 of the Notes is hereby deleted in its
entirety and replaced with the following:


 


“The addresses for such communications shall be: (i) if
to the Borrower to: Ceragenix Pharmaceuticals, Inc. 1444 Wazee Street, Suite 210,
Denver, CO 80202, Attn: Steven S. Porter, CEO, telecopier: (303) 534-1860, with
a copy by telecopier to John W. Kellogg, Esq., McKenna Long &
Aldridge LLP, 1875 Lawrence Street, Denver, CO 80202, telecopier (303)
634-4400, and (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note, with a copy by telecopier
to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New
York, New York 10176, telecopier number: (212) 697-3575.”


 


(b)           Sections
13 of the Class A Common Stock Purchase Warrant dated November 28,
2005, and the Subscription Agreement dated
November 28, 2005; Section 12.3 of
the Security Agreement dated November 28, 2005, and Section 11(e) of the Collateral Agent



 


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Agreement dated November 28,
2005, are each hereby amended to delete the
following notice address:


 


Cliff Neuman, Esq.


Clifford L. Neuman, P.C.


Temple-Bowron House


1507 Pine Street


Boulder, CO 80302


Fax: (303) 449-1045


 


and to replace it with the following:


 


John W. Kellogg, Esq.,


McKenna Long & Aldridge LLP


1875 Lawrence Street


Denver, CO 80202


telecopier (303) 634-4400


 


4.               Amendment of Limited
Standstill Agreement.  Borrower
and Osmotics Corporation (“Osmotics”)
entered into that certain Limited Standstill Agreement, effective as of December 5,
2006, (the “Agreement”), in which
Osmotics agreed to restrict the sale of Covered Securities, as that term is
defined in the Agreement.  Borrower
agrees that it shall execute an amendment to that Agreement in which Osmotics
shall agree that no Transfer of the Covered Securities shall occur prior to June 30,
2008.  Borrower further agrees that the
Restriction Period, as defined in the Agreement, shall not end before June 30,
2008.  The effectiveness of this
Amendment is conditioned upon the Borrower obtaining Osmotics’ consent to the
amendments to the Agreement as detailed in this Section 4.  The effectiveness of this Amendment is
conditioned upon the Borrower consummating an amendment to the Agreement no
later than December 31, 2007.  .


 


5.               Second Amendment to 2006
Debentures.  Borrower
entered into that certain securities purchase agreement dated December 5,
2006 (the “Purchase Agreement”).  Pursuant to the terms of the Purchase
Agreement Borrower issued to the Purchasers Debentures and Notes.  The Borrower and Purchasers have agreed to
extend the redemption date of the Debentures. 
The Borrower agrees that an amendment to the Purchase Agreement, in
which the redemption date of the Debentures shall be extended, will be
consummated no later than  December 21,
2007.  Borrower further agrees that the
initial Monthly Redemption Date, as that term is defined in the Debentures,
shall not occur until the earlier of June 30, 2008 or the date the Notes
are no longer outstanding.  The Borrower
represents that as of the effective date of this Amendment, no Monthly
Redemptions have been made.  The effectiveness
of this Amendment is conditioned upon the Borrower consummating that amendment
to the Purchase Agreement no later than December 21, 2007.


 


6.               Obligations of the Borrower.  The Borrower agrees that all obligations and
commitments of the Company, which may expire upon the two year anniversary of
the Closing Date, shall be 


 


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extended to June 30, 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) June 30 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..”


 


7.               Filing
of Form 8-K.  Within 3 Trading Days of the
date hereof, the Borrower shall issue a Current Report on Form 8-K,
reasonably acceptable to each Holder disclosing the material terms of the
transaction contemplated hereby, which shall include this Amendment as an
attachment thereto.


 


8.               Execution.  This Amendment may be executed in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  This Amendment may also be
executed by either party hereto by facsimile signature, which shall be deemed
to be an original signature of such party hereon.


 


9.               Entire
Agreement.  This
Agreement constitutes the entire agreement among the parties, and supersedes
all prior and contemporaneous agreements and understandings of the parties in
connection herewith.  No changes,
modifications, terminations or waivers of any of the provisions hereof shall be
binding unless in writing and signed by all of the parties thereto.


 


10.         Governing Law,
Venue and Jurisdiction.  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.         Once executed, this
Amendment shall be attached to the Notes and shall be deemed incorporated
therein and a part thereof.


 


12.         All capitalized terms used
herein, unless otherwise defined herein, shall have the meanings ascribed to
them in the Notes.


 


13.         This Amendment has been
executed and entered into by Borrower and the Holders pursuant to the terms of
the Notes.


 


14.         Except as expressly modified
pursuant to this Amendment, the terms of each Note remains unchanged and in
full force and effect.


 


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15.         Fees.  The Company agrees that it shall pay to
Grushko & Mittman, P.C. a cash fee of $2,500 as reimbursement for services
rendered to the Investors in connection with this Amendment.


 


This Amendment is executed as of the date first
written above.


 


	
  BORROWER:

  	
  CERAGENIX
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  HOLDERS:

  	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:
  

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  L

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
  Name:
  

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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EXHIBIT A


 


	
  Holder

  	
   

  	
  Outstanding Principal

  Amount

  	
   

  	
  Increased Principal

  Amount*

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







*Represents the principal balance after this Amendment.


 


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