FORM OF SERIES A WARRANT] NOVADEL PHARMA INC. WARRANT TO PURCHASE COMMON STOCKNovadel Pharma Inc • March 31st, 2010 • Pharmaceutical preparations • New York
Novadel Pharma Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [IROQUOIS MASTER FUND LTD.] [OTHER BUYERS], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________]1 (subject to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set for
NOVADEL PHARMA, INC. Common Stock and Warrants PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 31st, 2010 • Novadel Pharma Inc • Pharmaceutical preparations • New York
NovaDel Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors” or “Buyers”) up to an aggregate of (a) 9,100,001 shares (the “Shares” or “Common Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (b) warrants with a five year exercise term to purchase up to an aggregate of 4,550,001 shares of Common Stock (the “Series A Warrants”); and (c) warrants with a six month exercise term to purchase 3,033,334 shares of Common Stock (the “Series B Warrants”, and together with the Series A Warrants, the “Warrants”) pursuant to a registration statement on Form S-3 (Registration No. 333-159485) (the “Registration Statement”). The Common Shares and Warrants may be collectively referred to herein as the “Securities” and the shares of Common Stock issuable upon exercise of the Warrants may be referred to herein as the “Warrant Shares”. The Company desires to engage Chardan Capital Markets
TERMINATION AGREEMENTTermination Agreement • March 31st, 2010 • Novadel Pharma Inc • Pharmaceutical preparations • New York
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered as of March 26, 2010 (the “Effective Date”), by and between NovaDel Pharma Inc., a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”, together with the Company, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2010 • Novadel Pharma Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2010, is by and among Novadel Pharma Inc., a Delaware corporation with offices located at 1200 Route 22 East, Suite 2000, Bridgewater, NJ 08807 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
