Exhibit 10.1
CONSENT AND
WAIVER
THIS CONSENT AND
WAIVER (the “Consent and Waiver” ) is effective
the 30 th 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 th
