Exhibit 10.2
AMENDMENT NO. 2
TO
WARRANT AGREEMENT
THIS AMENDMENT NO.
2 TO WARRANT
AGREEMENTS (this “
Amendment ”) is
entered into as of May 7, 2008, by and between
HERCULES TECHNOLOGY
GROWTH CAPITAL,
INC. (“
Warrantholder ”)
and EPICEPT CORPORATION
(“ Company
”).
RECITALS
Company and Warrantholder are parties to that
certain Warrant Agreement dated as of August 30, 2006, as amended
by that certain Amendment No. 1 thereto dated as of January 26,
2007 (as so amended, the “ Warrant ”). Unless otherwise
defined herein, capitalized terms in this Amendment shall have the
meanings assigned in the Warrant. The parties desire to amend the
Warrant in accordance with the terms of this Amendment.
NOW, THEREFORE , the parties agree as follows:
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1.
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Section 1 of the Warrant is amended to read as
follows:
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1.
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GRANT OF THE RIGHT TO PURCHASE COMMON
STOCK.
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This Stock Warrant (the “
Warrant ”)
certifies that for value received, the Company hereby grants to the
Warrantholder, and the Warrantholder is entitled, upon the terms
and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof and
prior to the Termination Date (as defined below) to subscribe for
and purchase, from the Company, a numbe
