AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on September 17, 2007, by and among TRANSDEL PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), TRANS-PHARMA ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and TRANS-PHARMA CORPORATION, a Nevada corporation (the “Company”).
INDEMNITY AGREEMENTIndemnity Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnity Agreement, dated as of September __, 2007, is made by and between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and _________________ (the “Indemnitee”).
TRANSDEL PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels)
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2007, between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
Trans-Pharma CorporationSelling Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
The undersigned, Trans-Pharma Corporation, a Nevada corporation ("Corporation"), by this letter confirms its agreement (the "Agreement") with WFG Investments, Inc., a Texas Corporation (the "Broker-Dealer"), regarding the Broker-Dealer acting as a placement agent in connection with an offering of up to $5.0 million of units consisting of shares of common stock and warrants to purchase common stock (the "Units") under the terms set forth in those certain Subscription Agreements, in the form attached hereto as Exhibit A, and all exhibits and supplements thereto (the "Offering Materials") prepared by Corporation and delivered to you for distribution to the offerees. The Units are to be offered on a "Best Efforts, Minimum- Maximum" basis with respect to all Units. The Units will be offered and sold in accordance with 17 CFR 203.506 ("Rule 506"), promulgated under Regulation D of the Securities Act 1933, as amended.
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California
ASSIGNMENT OF EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 17, 2007, by and among Trans-Pharma Corporation, a Nevada corporation (“Trans-Pharma”), Transdel Pharmaceuticals, Inc., a Delaware corporation (“Transdel”), and Juliet Singh, PhD (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of June 27, 2007 (“Effective Date”), by and between Trans-Pharma Corporation (“Company”) and Dr. Juliet Singh (“Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
The undersigned is a director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Trans-Pharma Corporation, a Nevada corporation (the “Company”). The undersigned understands that the Company will merge with a wholly-owned subsidiary of Transdel Pharmaceuticals, Inc., a publicly traded Delaware company (“Parent”), concurrently with a private placement by Parent of up to $5,000,000 of units (the “Units”) of the Parent, with each Unit consisting of 50,000 shares of common stock of Parent and a detachable transferable warrant to purchase 12,500 shares of common stock of Parent at a cash exercise price of $4.00 per share and cashless exercise price of $5.00 per share (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Ag
TRANSDEL PHARMACEUTICALS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of ____________, 20__ (the “Grant Date”), is between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan (the “Plan”).
TRANSDEL PHARMACEUTICALS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _ day of ______, 20__ (the “Grant Date”), is between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan (the “Plan”).
Trans-Pharma CorporationSelling Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
The undersigned, Trans-Pharma Corporation, a Nevada corporation ("Corporation"), by this letter confirms its agreement (the "Agreement") with Palladium Capital Advisors, LLC (the "Broker-Dealer" or “you”), regarding the Broker-Dealer acting as a placement agent in connection with an offering of up to $5.0 million of units consisting of shares of common stock and warrants to purchase common stock (the "Units") under the terms set forth in those certain Subscription Agreements, in the form attached hereto as Exhibit A, and all exhibits and supplements thereto (the "Offering Materials") prepared by Corporation and delivered to you for distribution to the offerees. The Units are to be offered on a "Best Efforts, Minimum- Maximum" basis with respect to all Units. The Units will be offered and sold in accordance with 17 CFR 203.506 ("Rule 506"), promulgated under Regulation D of the Securities Act 1933, as amended.
