0001193125-14-411625 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2014, between MELA Sciences, 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”).

SECURITY AGREEMENT
Security Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

This SECURITY AGREEMENT, dated as of July 21, 2014 (this “Agreement”), is among MELA Sciences, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 4% Senior Secured Convertible Debentures due five years following their issuance, in the original aggregate principal amount of $15,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

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