0001144204-06-043132 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16, 2006, among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of LEV PHARMACEUTICALS, INC.
Lev Pharmaceuticals Inc • October 20th, 2006 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the close of business on the [_____ anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LEV PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $[_________ per share, of the Company (the “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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 20th, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2006, among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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