0000930413-07-000109 Sample Contracts

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
Common Stock Purchase Warrant • January 4th, 2007 • Novadel Pharma Inc • Pharmaceutical preparations • New York

NovaDel Pharma Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [ ], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date that is 6 months after date of issuance and on or before 5:00 p.m. (Eastern time) on [ ], 2011 (the “Exercise Period”), [ ] shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $1.70 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a series of Warrants issued by the Company in connection with a private placement of Common Stock and of like tenor, except as to the number of shares of Comm

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2007 • Novadel Pharma Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among NovaDel Pharma Inc., a Delaware corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.

Placement Agent Agreement
Placement Agent Agreement • January 4th, 2007 • Novadel Pharma Inc • Pharmaceutical preparations • New York

The undersigned, NovaDel Pharma Inc., a Delaware corporation (the “Company”), hereby agrees (the “Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer” or “Placement Agent”) as follows:

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