EMISPHERE TECHNOLOGIES, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 12th, 2005 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Emisphere Technologies, Inc. proposes to issue and sell to certain investors an aggregate of up to 4,000,000 units (the “Units”) consisting of 4,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and warrants to purchase 1,500,000 shares of Common Stock (the “Offered Warrants”) in accordance with the terms and conditions set forth in this Placement Agency Agreement (the “Agreement”). The Company desires to engage you as its placement agent (the “Placement Agent”) in connection with such issuance and sale. Each Offered Warrant shall be exercisable to purchase one share of Common Stock at a price of $4.00 for a period of five years following the Closing (as defined in Section 2 below). The Common Stock issuable upon exercise of the Offered Warrants is hereinafter referred to as the “Warrant Shares.” The Offered Shares and Offered Warrants will be immediately separable for trading purposes. The Offered Shares, the Offered Wa
