BioDelivery Sciences International, Inc. Placement Agency AgreementPlacement Agency Agreement • November 28th, 2012 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (i) an aggregate of 6,791,887 shares of common stock, par value $.001 per share, of the Company (“Common Stock”) and (ii) an aggregate of up to 2,709,300 shares of Series A Non-Voting Preferred Stock, par value $.001 per share, of the Company (the “Preferred Stock”) to certain investors (each an “Investor”), in an offering under its registration statement on Form S-3 (Registration No. 333-179257). The aggregate of up to 6,791,887 shares of Common Stock to be sold by the Company, the up to 2,709,300 shares of Preferred Stock to be sold by the Company and the shares of Common Stock issuable upon conversion of the Preferred Stock are herein collectively called the “Shares.” The Company desires to engage William Blair & Company, L.L.C. (“William Blair”), JMP Securities LLC (“JMP”) and Roth Capital Partners, LLC (“Roth”) in connecti
SUBSCRIPTION AGREEMENTSubscription Agreement • November 28th, 2012 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
in this Agreement and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, and to the condition that Blair shall not have: (i) terminated the Placement Agency Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Securities that they have agreed to purchase from the Company. The Investor understands and agrees that, in the event that Blair in its sole discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then Blair may, but shall not be obligated to, terminate such Agreement, w
