AGREEMENT TO EXCHANGE AND CONSENTAgreement to Exchange and Consent • May 8th, 2007 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Agreement to Exchange and Consent (the “Agreement”), dated as of May 1, 2007, is entered into by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Series A Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2007 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of this 12th day of April, 2007 (the “Signing Date”) by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), Xmark Opportunity Fund, L.P., a Delaware limited partnership (“Xmark LP”), Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company (“Xmark Ltd”), Xmark JV Investment Partners LLC, a Delaware limited liability company (“Xmark LLC” and together with Xmark LP and Xmark Ltd, the “Xmark Entities”), Caduceus Master Fund Limited, a Bermuda corporation (“Caduceus Master”), Caduceus Capital II, L.P., a Delaware limited partnership (“Caduceus Capital”), UBS Eucalyptus Fund, L.L.C., a Delaware registered investment company (“UBS Eucalyptus”), PW Eucalyptus Fund, Ltd., a Cayman Islands investment company (“PW Eucalyptus”) and HFR SHC Aggressive Master Trust, a Bermuda trust (“HFR” and together with Caduceus Master, Caduceus Capital, UBS Eucalyptus, PW Eucalyptus, the “OrbiMed Entities”, and the Orbi
May 2, 2007Securities Purchase Agreement • May 8th, 2007 • Novelos Therapeutics, Inc. • Pharmaceutical preparations
Reference is made herein to that certain Securities Purchase Agreement (the “Original Purchase Agreement”), dated as of April 12, 2007, by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), Xmark Opportunity Fund, L.P., a Delaware limited partnership (“Xmark LP”), Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company (“Xmark Ltd”), Xmark JV Investment Partners LLC, a Delaware limited liability company (“Xmark LLC” and together with Xmark LP and Xmark Ltd, the “Xmark Entities”), Caduceus Master Fund Limited, a Bermuda corporation (“Caduceus Master”), Caduceus Capital II, L.P., a Delaware limited partnership (“Caduceus Capital”), UBS Eucalyptus Fund, L.L.C., a Delaware registered investment company (“UBS Eucalyptus”), PW Eucalyptus Fund, Ltd., a Cayman Islands investment company (“PW Eucalyptus”) and HFR SHC Aggressive Master Trust, a Bermuda trust (“HFR” and together with Caduceus Master, Caduceus Capital, UBS Eucalyptus, PW Eucalyptus, the “OrbiMed
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2007 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 2nd day of May, 2007 by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated April 12, 2007, by and among the Company and the Investors (as amended on May 2, 2007, the “Securities Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement.
RODMAN & RENSHAW LETTERHEAD]Placement Agent Agreement • May 8th, 2007 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Novelos Therapeutics, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the lead placement agent (the “Services”) for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company (the “Securities”). Rodman shall be authorized to utilize sub-placement agents with the prior consent of the Company, provided that the use of any sub-placement agent by Rodman shall not increase any fees (including cash or warrants) or expenses payable by the Company under this Agreement. The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Rodman would have the power or authority to bind the Company or create an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees th
