NUPATHE INC. (a Delaware corporation) [_____] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2010 • Nupathe Inc. • Pharmaceutical preparations • New York
NuPathe Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and Lazard Capital Markets LLC (“LCM”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann and LCM are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”) set forth in Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [_____] additional shares of Common Stock to cover overallotments, if any. The aforesaid [_____] shares of Common
NUPATHE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 21st, 2010 • Nupathe Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 8, 2008, by and among NuPathe Inc., a Delaware corporation (the “Company”), those persons identified on Exhibit A hereto (the “Existing Holders”), and the investors identified on Exhibit B hereto (the “Investors,” and together with the Existing Holders and such other parties who may become parties hereto pursuant to the terms hereof, the “Parties” and individually, each a “Party”).
Indemnification AgreementsAgreements • July 21st, 2010 • Nupathe Inc. • Pharmaceutical preparations
The following current directors of NuPathe Inc. are each a party to an Indemnification Agreement with NuPathe Inc. consistent in all material respects with the Form of Indemnification Agreement which is filed as Exhibit 10.20 to Amendment No. 2 to NuPathe Inc.’s Registration Statement on Form S-1 filed July 9, 2010.
