0001140361-13-012692 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 13, 2013, by and among Discovery Laboratories, Inc., a Delaware corporation (the “Company”), and those lenders set forth on Schedule 1 to the Facility Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).

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FACILITY AGREEMENT
Facility Agreement • March 15th, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

FACILITY AGREEMENT (this “Agreement”), dated as of February 13, 2013, between Discovery Laboratories, Inc., a Delaware Corporation (the “Borrower”), and the lenders set forth on the signature page of this Agreement (the “Lenders” and, together with the Borrower, the “Parties”).

Contract
Certain Registration Rights Agreement • March 15th, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

SECURITY AGREEMENT
Security Agreement • March 15th, 2013 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

This Security Agreement (this “Agreement”), dated as of February 13, 2013, is entered into between Discovery Laboratories, Inc. (“Obligor”) in favor of the entities identified as secured parties on the signature page of this Agreement (together, the “Secured Party”).

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