AGREEMENTAgreement • April 5th, 2007 • EndoCeutics, Inc. • Biological products, (no disgnostic substances) • Quebec
WHEREAS EndoResearch has entered into the following agreements with Schering Corporation and Schering-Plough Ltd. (Schering Corporation and Schering-Plough Ltd. being hereinafter collectively referred to as “Schering”):
ENDOCEUTICS, INC. 5,750,000 Shares Common Stock UNDERWRITING AGREEMENTEndoceutics • April 5th, 2007 • EndoCeutics, Inc. • Biological products, (no disgnostic substances) • New York
Each of the undersigned, Dr. Fernand Labrie, President and Chief Executive Officer of EndoCeutics, Inc., a corporation incorporated under the laws of Canada (the “Company”), and Claude Dore, Chief Financial Officer of the Company, does hereby certify pursuant to Section 7(m) of that certain Underwriting Agreement dated , 2007 (the “Underwriting Agreement”) between the Company EndoResearch and, on behalf of the several Underwriters named therein (the “Underwriters”), First Albany Capital Inc., Oppenheimer & Co. Inc. and Stifel, Nicolaus & Company, Incorporated, that as of , 2007:
