PLACEMENT AGENCY AGREEMENT May 12, 2011Placement Agency Agreement • May 19th, 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) 12,074,945 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), (ii) 1,813,944 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
