PLACEMENT AGENCY AGREEMENT May 12, 2011Placement Agency Agreement • May 13th, 2011 • Biodel Inc • Pharmaceutical preparations • New York
Biodel Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell to certain investors (each an “Investor” and collectively the "Investors”) an aggregate of up to (i) 12,194,722 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), (ii) 1,694,167 shares (the “Preferred Shares” and, together with the Common Shares, the “Shares”) of the Company’s Series A Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”), and (iii) warrants to purchase up to an additional 9,027,772 shares of Common Stock (the “Warrants”), in an offering under its registration statement on Form S-3 (Registration No. 333-153167). The Shares and Warrants will be sold to the several Investors as Units (the “Units”), each Unit consisting of (i) one Common Share and (ii) one warrant to purchase 0.65 of a share of Common Stock; provided, however, that, in the event that any Investor (toget
BIODEL INC. Warrant To Purchase Common StockBiodel Inc • May 13th, 2011 • Pharmaceutical preparations • New York
Biodel Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_________________________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warran
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2011 • Biodel Inc • Pharmaceutical preparations • New York
