40,663,071 Shares Aradigm Corporation Common Stock (No Par Value) PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 24th, 2009 • Aradigm Corp • Electromedical & electrotherapeutic apparatus • New York
Aradigm Corporation, a California corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell an aggregate of 40,663,071 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”). The Shares are more fully described in the Registration Statement (as defined herein). This is to confirm the agreement between the Company and the several placement agents set forth on Schedule I attached hereto (the “Placement Agents”) concerning the offering, issuance and sale of the Shares. Piper Jaffray & Co. is acting as representative (the “Representative”) of the Placement Agents.
