12,874,547 Shares Warrants to Purchase 2,574,911 Shares Genelabs Technologies, Inc. Common Stock (No Par Value) PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
Genelabs Technologies, Inc., 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 up to an aggregate of 12,874,547 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) and warrants to purchase up to 2,574,911 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) in the form attached hereto as Exhibit B. The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Company hereby confirms its agreement with Deutsche Bank Securities Inc. (the “Placement Agent”), as set forth below. The Securities are more fully described in the Re
SUBSCRIPTION AGREEMENTSubscription Agreement • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
Form of Warrant THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTCommon Stock Warrant • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
Genelabs Technologies, Inc., a California corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the Original Issue Date and on or before the earlier to occur of (i) 5:00 p.m. (Eastern time) on , 2012 and (ii) an Acquisition Event (the “Exercise Period”), shares of Common Stock, no par value per share, of the Company (“Common Stock”), at a purchase price of $ per share (subject to the survivability and succession provisions of Section 2(d)). The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a series of Warrants to purchase Common Stock (this “Warrant
