0000950123-11-063020 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2011 • Emisphere Technologies Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2011, is by and among Emisphere Technologies, Inc., a Delaware corporation with headquarters located at 240 Cedar Knolls Rd, Suite 200, Cedar Knolls, New Jersey 07927 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2011 • Emisphere Technologies Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2011, is by and among Emisphere Technologies, Inc., a Delaware corporation with headquarters located at 240 Cedar Knolls Rd, Suite 200, Cedar Knolls, New Jersey 07927 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2011 • Emisphere Technologies Inc • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2011, is by and among Emisphere Technologies, Inc., a Delaware corporation with headquarters located at 240 Cedar Knolls Rd, Suite 200, Cedar Knolls, New Jersey 07927 (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

WAIVER AGREEMENT
Waiver Agreement • June 30th, 2011 • Emisphere Technologies Inc • Pharmaceutical preparations

This Waiver Agreement (the “Agreement”) dated as of June 30, 2011 among Emisphere Technologies, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (collectively, “MHR”).

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