DEPOMED, INC. MINIMUM: 2,222,223 SHARES MAXIMUM: 5,036,000 SHARES COMMON STOCK (no par value per share) PLACEMENT AGENCY AGREEMENT Dated January 6, 2005Placement Agency Agreement • January 7th, 2005 • Depomed Inc • Pharmaceutical preparations • New York
Depomed, Inc., a California corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) a minimum of 2,222,223 shares (the “Minimum Shares”) of its common stock, no par value per share (the “Common Stock”), and up to a maximum of 5,036,000 shares of Common Stock (the “Maximum Shares”). The shares of Common Stock to be issued are hereinafter referred to as the “Shares.” The Company desires to engage Thomas Weisel Partners LLC (the “Placement Agent”) as its exclusive placement agent in connection with such issuance and sale. The Shares are described in the Prospectus Supplement that is referred to below.
