Subscription AgreementSubscription Agreement • August 20th, 2007 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This subscription agreement (this “Subscription Agreement”) is dated August 16, 2007, by and between the investor identified on the signature page hereto (the “Investor”) and Emisphere Technologies, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
1,544,638 Shares Warrants to Purchase 308,927 Shares EMISPHERE TECHNOLOGIES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 20th, 2007 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Emisphere Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), (i) up to an aggregate of 1,544,638 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and (ii) warrants to purchase up to 308,927 shares of Common Stock (the "Warrants” and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are herinafter referred to as the “Warrant Shares”. The Company desires to engage ThinkEquity Partners LLC (the “Placement Agent”) as its exclusive placement agent in connection with such issuance and sale of the Securities.
ESCROW AGREEMENTEscrow Agreement • August 20th, 2007 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Pursuant to Section 4(c) of the Escrow Agreement dated as of August 16, 2007 (the “Escrow Agreement”), by and among ThinkEquity Partners LLC, Emisphere Technologies, Inc. (the “Company”) and you, the Company hereby notifies you that the following subscription(s) have been rejected:
