MHR Fund Management LLC New York, NY 10105 Telephone: (212) 262-0005 Facsimile: (212) 262-9356MHR Fund Management LLC • August 15th, 2017 • Pharmaceutical preparations • New York
Reference is made to (a) the Senior Secured Loan Agreement (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), dated as of August 20, 2014, by and among Emisphere Technologies, Inc. (the “Company”) and (i) MHR Capital Partners Master Account LP, (ii) MHR Capital Partners (100) LP, (iii) MHR Institutional Partners II LP and (iv) MHR Institutional Partners IIA LP (each, an “MHR Fund” and, collectively, the “MHR Funds”); (b) the Amended and Restated Pledge and Security Agreement (the “Pledge Agreement”), dated as of August 20, 2014, by and among the Company and MHR Institutional Partners IIA LP; (c) the Seconded Amended and Restated 13% Senior Secured Convertible Notes (the “Convertible Notes”), dated as of August 20, 2014, by the Company in favor of each of the MHR Funds; (d) the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of September 26, 2005, by and among the Company and the MHR Funds; and (e) the Securities Purchase
