0000950123-07-011762 Sample Contracts

Subscription Agreement

Subscription Agreement • August 20th, 2007 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York

• Contract Type
  Subscription Agreement
• Filed
  August 20th, 2007
• Company
  MHR Capital Partners Master Account LP
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This subscription agreement (this “Subscription Agreement”) is dated August 16, 2007, by and between the investor identified on the signature page hereto (the “Investor”) and Emisphere Technologies, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:

Lock-Up Agreement

Lock-Up Agreement • August 20th, 2007 • MHR Capital Partners Master Account LP • Pharmaceutical preparations • New York

• Contract Type
  Lock-Up Agreement
• Filed
  August 20th, 2007
• Company
  MHR Capital Partners Master Account LP
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement (the “Placement Agency Agreement”) with Emisphere Technologies, Inc., a Delaware corporation (the “Company”), providing for the offering (the “Offering”) of shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agency Agreement.