14,050,000 Shares Discovery Laboratories, Inc. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 3rd, 2007 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
The undersigned is an owner of record or beneficially of certain shares of common stock, par value $.001 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a “registered direct” public offering of Shares (the “Offering”) for which Jefferies & Company, Inc. (the “Representative”) and Lazard Capital Markets LLC will act as placement agents (the “Placement Agents”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that the Placement Agents are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out their obligations in connection with the Offering and in entering into a placement agency agreement with the Company with respect to the Offering.
