DISCOVERY LABORATORIES, INC.
September 15, 1998
Xxxxxx Brothers
World Financial Center
New York, New York 10285
Gentlemen:
This will confirm our agreement that the $50,000 payable to Xxxxxx
Brothers on or about August, 30 & November, 30 1998 pursuant to the financial
advisory agreement dated as of November 10, 1997 between you and us will be
satisfied by Discovery's delivery to you of 16,150 shares (the "shares") of
Discovery's Common Stock, par value $0.001 per share. In connection with such
transaction, you acknowledge that:
(a) the shares have not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or under any state
securities laws, and will bear a restrictive legend to the effect
that they cannot be resold or transferred unless either (i) they
are registered under the Securities Act and all applicable state
securities laws or (ii) such sale or transfer is exempt from
registration under the Securities Act and applicable state
securities laws;
(b) the shares are being acquired for your own account and not
with a view to their resale or distribution in a manner that would
violate any applicable Federal or state securities or other law;
(c) you have the prior investment experience, including investment
in non-listed and unregistered securities, necessary to evaluate
the merits of, and the consequences and risks, of, an investment
in the shares; and
(d) you have been access to such information concerning Discovery
and the shares as you have deemed necessary in connection with
this transaction and have relied solely on Discovery's public
filings in determining to accept the shares pursuant thereto.
Please execute this letter where indicated below to indicate your
agreement with the foregoing.
DISCOVERY LABORATORIES, INC.
By /s/ Xxxxxxxxx Xxxxx
-------------------------
Name:
Title: Vice Chairman
AGREED:
XXXXXX BROTHERS
By /s/ Xxxxxxxxx Xxxxx
-------------------------
Name:
Title: Vice Chairman
