0001144204-08-066546 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York
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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of November 19, 2008 and shall be effective as of October 1, 2008, by and between Manhattan Pharmaceuticals, Inc. (the "Company") and Douglas Abel (the "Executive").

SECURITY AGREEMENT
Security Agreement • November 25th, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SECURITY AGREEMENT (the “Security Agreement”) is dated as of November 19, 2008 by and among Manhattan Pharmaceuticals, Inc., a Delaware corporation (the “Company” or the “Debtor”) and each of the persons named on Exhibit A-1 and Exhibit A-2 of the SPA (as hereinafter defined) (each a “Secured Party” and, collectively, the “Secured Parties”).

DEFAULT AGREEMENT
Default Agreement • November 25th, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York

Default Agreement, dated as of November 19, 2008, by and among Manhattan Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with a principal address at 48 Wall Street, Suite 1100, New York, New York 10005, and the persons and entities listed on Schedule A hereto (individually, a “Lender” and, collectively, the “Lenders”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 25th, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2008, by and between Manhattan Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors (each, an “Investor” and, collectively, the “Investors”), set forth on Exhibit A-1 and Exhibit A-2.

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