35,714,286 Units DISCOVERY LABORATORIES, INC. Common Stock (par value $0.001) UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2010 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
DISCOVERY LABORATORIES, INC. Form of Series II Warrant To Purchase Common StockWarrant Agreement • June 17th, 2010 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Discovery Laboratories, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [____________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [_________________] [(_______)]1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This W
