exhibit 10. 1 [ form of ] subscription agreement discovery laboratories, inc. 2600 kelly road warrington, pennsylvania 18976 the undersigned ( the “ investor ” ) hereby confirms its agreement with you as follows : 1. this subscription agreement ( this “ agreement ” ) is made as of the date set forth on the signature page hereto between discovery laboratories, inc., a delaware corporation ( the “ company ” ), and the investor. 2. the company has authorized the sale and issuance to certain investors of up to 3, 030, 304 shares ( the “ shares ” ) of its common stock, par value $ 0. 001 per share ( the “ common stock ” ), subject to adjustment by the company ’ s board of directors, or a committee thereof, for a purchase price of $ 6. 60 per share ( the “ purchase price ” ). 3. the offering and sale of the shares ( the “ offering ” ) are being made pursuant to ( a ) an effective registration statement on form s - 3, as amended ( including the prospectus contained therein ( the “ base prospectus ” ), the “ registration statement ” ) filed by the company with the securities and exchange commission ( the “ commission ” ), ( b ) if applicable, certain “ free writing prospectuses ” ( as that term is defined in rule 405 under the securities act of 1933, as amended ), that have or will be filed with the commission and delivered to the investor on or prior to the date hereof ( the “ time of sale prospectus ” ), and ( c ) a prospectus supplement ( the “ prospectus supplement ” ) containing certain supplemental information regarding the shares and terms of the offering that will be filed with the commission and delivered, or otherwise made available, to the investor along with the company ’ s counterpart to this agreement. 4. the company and the investor agree that the investor will purchase from the company and the company will issue and sell to the investor the number of shares of common stock set forth on the signature page hereto for the aggregate purchase price set forth on the signature page hereto ; provided, prior to the execution of this agreement by the company, that the company shall have the right in its absolute discretion to reject this agreement. the shares shall be purchased pursuant to the terms and conditions for purchase of shares attached hereto as annex i and incorporated herein by this reference as if fully set forth herein. 5. the