4,678,000 Shares PHARMASSET, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) PLACEMENT AGENCY AGREEMENTAgency Agreement • January 30th, 2009 • Pharmasset Inc • Pharmaceutical preparations • New York
This Agreement confirms our understanding that Pharmasset, Inc., a Delaware corporation (the “Company”), hereby appoints Leerink Swann LLC as its exclusive placement agent (the “Placement Agent”) in connection with the proposed sale to certain investors (the “Direct Offering”) of 4,678,000 shares of its Common Stock par value $0.001 per share (the “Shares”). On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, the Placement Agent agrees to use its best commercially practicable efforts to solicit and receive offers to purchase the Shares. Until the Closing Date (as defined below), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Shares otherwise than through the Placement Agent. Notwithstanding anything to the contrary contained in this Agreement, the Placement Agent shall have no obligation to purchase any of the Shares, or any liability to the
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2009 • Pharmasset Inc • Pharmaceutical preparations • New York
Computershare, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing (as defined in the Terms and Conditions for Purchase of Shares). The Investor acknowledges that the Offering is not being underwritten by the Placement Agent and that there is no minimum offering amount. The Investor understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this subscription for Shares, in whole or in part.
