Exhibit 10.1
ARTHUR W. WOOD COMPANY,
INC.
ARTHUR WOOD INVESTMENT ADVISORS
May 27, 2009
This letter (this
“Agreement”) sets forth the terms by which Novadel
Pharma Inc. (the “Company”) retains Arthur W. Wood
Company, Inc. (“AWW”) as a non-exclusive financial
advisor for the purposes of selling securities in the
Company.
1.
The Advisory . AWW hereby agrees to assist the Company in
seeking capital (the “Placement”).
2.
Compensation . In consideration of AWW’s services, the
Company hereby agrees to pay to AWW upon closing of the transaction
a fee equal to three percent (3%) of the aggregate value of all
cash, securities (whether debt or equity) and other property paid
or payable in the Placement. Each fee is payable within 2 business
days of Novadel Pharma Inc. receiving payment from investor. Each
fee shall be based upon the amount of that particular investment
alone. AWW agrees to pay its own expenses.
3.
Indemnification . The Company and AWW hereby agree to the
terms and conditions of the Indemnification Agreement attached
hereto as Appendix A and incorporated herein by
reference.
4. Termination . The
Agreement shall be for a period of two months from the date of
execution of this Agreement. In the event that this Agreement
terminates, AWW will be entitled to fees set forth in section 2 of
the Agreement (“Compensation”), with respect to any
financing transaction (whether equity, debt or a combination) with
investors introduced to the Company provided that it is consummated
within twelve (12) months following the termination of the
Agreement.
5.
Due Authorization . Each of the parties represents that it
is duly authorized to execute and perform this Agreement. AWW
represents and warrants that at all times relevant hereto AWW holds
and will continue to hold all necessary state, federal and local
licenses and approvals required for it to lawfully discharge their
obligations hereunder.
6.
Counterparts . This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be the same
agreement.
7.
Governing Law; Jurisdiction . This Agreement shall be
governed by the laws of the State of Massachusetts governing
contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.
8.
Miscellaneous . This Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof
and supersedes and cancels any prior communications, understandings
and agreements between the parties. Neither this Agreement nor its
substance shall be disclosed except to those who are in a
confidential relationship with the Company or where the same is
required by law. This Agreement may not be amended, nor may any of
its provisions be waived, except by written agreement signed by
both parties. This Agreement shall be binding upon and inure to the
benefit of any successors and assigns of the Company and AWW. As
verification that potential investors were introduced to the
Company by AWW, AWW will provide the Company with a list and
description of potential investors, via e-mail, and update the list
when new potential investors are identified.
If the foregoing is in accord with
your understanding of our agreement, please sign in the space
provided on the duplicate
