Dendreon Corporation Common Stock and Warrants PLACEMENT AGENT AGREEMENT dated April 3, 2008 LAZARD CAPITAL MARKETS LLCPlacement Agent Agreement • April 3rd, 2008 • Dendreon Corp • Pharmaceutical preparations • New York
Introductory. Dendreon Corporation, a Delaware corporation (the “Company”), proposes, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Schedule A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (the “Purchasers”), to sell to the Purchasers up to an aggregate of 8,000,000 shares (the “Common Stock Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and warrant(s) to purchase 8,000,000 shares of Common Stock (the “Warrants”). The terms and conditions of the Warrant(s) are set forth in the form of Exhibit A attached hereto. The Company hereby confirms that Lazard Capital Markets LLC acted as Placement Agent (“LCM,” or the “Placement Agent”) in accordance with the terms and conditions hereof
SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2008 • Dendreon Corp • Pharmaceutical preparations • New York
Delivery versus payment (“DVP”) through the Depository Trust Company (“DTC”) (i.e., at closing, the Company shall issue Shares registered in the Investor’s name and address as set forth below and released by BNY Mellon Shareowner Services (the “Transfer Agent”) directly to the account(s) at Lazard Capital Markets LLC (“LCM”) identified by the Investor; upon receipt of such Shares, LCM shall promptly electronically deliver such shares to the Investor, and simultaneously therewith payment shall be made by LCM by wire transfer to the Company) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
