Discovery Laboratories Inc /De/ Sample Contracts

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Voting Agreement • August 26th, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
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RECITALS
Management Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
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Registration Rights Agreement • March 11th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
AMENDMENT NO. 1 TO LETTER AGREEMENT
Letter Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
Exhibit 1.1 ---------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated June 12, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of Discovery Laboratories,...
Joint Filing Agreement • June 12th, 2003 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)

The undersigned hereby agree that the Statement on this Schedule 13G/A, dated June 12, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of Discovery Laboratories, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

WARRANT AGREEMENT CLASS G
Warrant Agreement • December 19th, 2001 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
ARTICLE I DEFINITIONS
Loan Agreement • January 14th, 2002 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
AND
Common Stock Purchase Agreement • July 9th, 2004 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT WINDTREE THERAPEUTICS, INC.
Windtree Therapeutics Inc /De/ • April 7th, 2023 • Biological products, (no disgnostic substances) • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

WITNESSETH
Supply Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
COMMON STOCK PURCHASE WARRANT WINDTREE THERAPEUTICS, INC.
Common Stock Purchase Warrant • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s

WITNESSETH:
Subscription Agreement • August 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
RECITALS
Registration Rights Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 17th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
EXHIBIT 10.27 DEVELOPMENT AGREEMENT
Development Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Illinois
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 8th, 2024 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 2, 2024, is by and among Windtree Therapeutics, Inc., a Delaware corporation with offices located at 2600 Kelly Road, Suite 100, Warrington, PA 18976 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

EXHIBIT 10.29
Stock Exchange Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
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Windtree Therapeutics, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent
Warrant Agency Agreement • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

WARRANT AGENCY AGREEMENT, dated as of ________, 2023 (“Agreement”), between Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

2,410,714 Over-Allotment Shares DISCOVERY LABORATORIES, INC. Common Stock (par value $0.001) UNDERWRITING AGREEMENT
Underwriting Agreement • March 16th, 2012 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • July 24th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
3,686,006 SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO 0 SHARES OF COMMON STOCK AND COMMON WARRANTS EXERCISABLE INTO 3,686,006 SHARES OF COMMON STOCK OF WINDTREE THERAPEUTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

The undersigned, Windtree Therapeutics, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

FORM OF
'S Agreement • August 26th, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
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Stock Subscription Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
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Sublicense Agreement • July 21st, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
SUBLEASE
Sublease • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
WITNESSETH:
Security Agreement • December 19th, 2001 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.26
Independent Contractor Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
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