COMMON STOCK PURCHASE WARRANT NOVELOS THERAPEUTICS, INC.Common Stock Purchase Warrant • April 11th, 2011 • Novelos Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on March 31, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT April 1, 2011Placement Agency Agreement • April 11th, 2011 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC, a Delaware limited liability company (the “Placement Agent”), as set forth herein (the “Agreement”). Unless the context otherwise requires, as used herein, all references to “the Company” shall be deemed to refer to Novelos Therapeutics, Inc., a Delaware corporation, and each of its subsidiaries, predecessors and successors, if any, after giving retroactive effect to the Offering and the Merger, as such terms are defined below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2011 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of this 8th day of April, 2011 (the “Signing Date”) by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”) and the investors set forth on Schedule I affixed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each an “Investor” and collectively the “Investors”).
AGREEMENT AND PLAN OF MERGER DATED AS OF April 8, 2011 BY AND AMONG NOVELOS THERAPEUTICS, INC., CELL ACQUISITION CORP., AND CELLECTAR, INC.Merger Agreement • April 11th, 2011 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 8, 2011, is entered into by and among Novelos Therapeutics, Inc., a Delaware corporation (“Parent”), Cell Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Cellectar, Inc., a Wisconsin corporation (the “Company”).
