3,030,304 Shares DISCOVERY LABORATORIES, INC. Shares of Common Stock ($0.001 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 14th, 2005 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Discovery Laboratories, Inc., a Delaware corporation (the “Company”), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of 3,030,304 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The aggregate of 3,030,304 shares so proposed to be sold is hereinafter referred to as the “Stock.” The Company hereby confirms its agreement with SG Cowen & Co., LLC (“SG Cowen”) as follows (certain terms used herein are defined in Section 14 hereof):
Form of] SUBSCRIPTION AGREEMENTSubscription Agreement • December 14th, 2005 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
