LAW.
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15.
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, facsimile: (303) 534-1860, with a copy by facsimile
to George A. Hagerty, Esq., Hogan & Hartson LLP, 1200 Seventeenth Street,
Suite 1500, Denver, CO 80202, facsimile (303) 899-7333, 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, AS AMENDED, AND THE SUBSCRIPTION
AGREEMENT DATED NOVEMBER 28, 2005, AS AMENDED; SECTION 12.3 OF THE SECURITY
AGREEMENT DATED NOVEMBER 28, 2005, AS AMENDED; AND SECTION 11(E) OF THE
COLLATERAL AGENT AGREEMENT DATED NOVEMBER 28, 2005, AS AMENDED, ARE EACH HEREBY
AMENDED TO DELETE THE FOLLOWING NOTICE ADDRESS:
John W. Kellogg, Esq.,
McKenna Long & Aldridge LLP
1875 Lawrence Street
Denver, CO 80202
telecopier (303) 634-4400
and to replace it with the following:
George A. Hagerty, Esq.
Hogan & Hartson LLP
1200 Seventeenth Street
Suite 1500
Denver, CO 80202
Facsimile: (303) 877-7333
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be made in accordance with the provisions of the
Subscription Agreement.
16.
AMENDMENT TO 2006 DEBENTURES.
BORROWER
ENTERED INTO THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED DECEMBER 5, 2006,
BY AND AMONG BORROWER AND THE PURCHASERS LISTED THEREUNDER (THE "SECURITIES
PURCHASE AGREEMENT").
PURSUANT TO THE TERMS OF THE SECURITIES PURCHASE
AGREEMENT, BORROWER ISSUED TO THE PURCHASERS THEREUNDER (THE "PURCHASERS")
CERTAIN CONVERTIBLE DEBENTURES (THE "DEBENTURES").
THE BORROWER AGREES TO AMEND
THE SECURITIES PURCHASE AGREEMENT.
THE REDEMPTION DATE OF THE DEBENTURES SHALL
BE AMENDED SO THAT THE TIMING AND MECHANISM OF INTEREST AND PRINCIPAL PAYMENTS
SHALL BE SUBSTANTIALLY SIMILAR TO THOSE OF THE NOTES.
THE BORROWER REPRESENTS
THAT, AS OF THE AMENDMENT EFFECTIVE DATE, NO MONTHLY REDEMPTIONS (AS THAT TERM
IS DEFINED IN THE DEBENTURES) HAVE BEEN MADE.
THE EFFECTIVENESS OF THIS
AMENDMENT IS CONDITIONED UPON THE BORROWER ENTERING INTO AN AMENDMENT AGREEMENT
TO AMEND THE DEBENTURES AND THE SECURITIES PURCHASE AGREEMENT NO LATER THAN THE
DATE OF EXECUTION OF THIS AMENDMENT BY ALL THE PARTIES HERETO.
17.
OBLIGATIONS OF THE BORROWER.
THE BORROWER
AGREES THAT ALL OBLIGATIONS AND COMMITMENTS OF THE COMPANY, WHICH CURRENTLY
EXPIRE UPON JUNE 30, 2008, OR JULY 18, 2008, SHALL BE EXTENDED TO
7
DECEMBER 31, 2011.
ALL OCCURRENCES IN SECTION 9 OF THE SUBSCRIPTION AGREEMENT,
AS AMENDED, OF THE FOLLOWING PHRASE:
"..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