CONFIDENTIAL Michael V. Novinski President and Chief Executive Officer Emisphere Technologies, Inc. 240 Cedar Knolls Rd. Cedar Knolls, NJ 07927 Dear Mr. Novinski:Placement Agent Agreement • August 20th, 2009 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Emisphere Technologies, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2009 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2009, between Emisphere Technologies Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (which purchaser, together with its successors and assigns, is hereinafter referred to as a “Purchaser” and collectively the “Purchasers”).
ContractWarrant Agreement • August 20th, 2009 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
