3,040,000 Shares EMISPHERE TECHNOLOGIES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 11th, 2006 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
Emisphere Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), up to an aggregate of 3,040,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The Company desires to engage ThinkEquity Partners LLC (“ThinkEquity”), W.R. Hambrecht + Co., LLC (“W.R. Hambrecht”) and WBB Securities, LLC (“WBB Securities”, and together with ThinkEquity and W.R. Hambrecht, the “Placement Agents”) as its exclusive placement agents (the “Placement Agents”) in connection with such issuance and sale of the Shares. ThinkEquity is acting as representative of the Placement Agents (the “Representative”).
Subscription AgreementSubscription Agreement • May 11th, 2006 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
This subscription (this “Subscription Agreement”) is dated , 2006, by and between the investor identified on the signature page hereto (the “Investor”) and Emisphere Technologies, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
ESCROW AGREEMENTEscrow Agreement • May 11th, 2006 • Emisphere Technologies Inc • Pharmaceutical preparations • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of the 9th day of May, 2006, by and among Lowenstein Sandler PC (the “Escrow Agent”), Emisphere Technologies, Inc., a Delaware corporation (the “Company”), ThinkEquity Partners LLC (“ThinkEquity”), W.R. Hambrecht + Co., LLC (“W.R. Hambrecht”) and WBB Securities, LLC (“WBB Securities” and together with ThinkEquity and W.R. Hambrecht, the “Placement Agents”).
