0001299933-07-001571 Sample Contracts

COMMON STOCK PURCHASE WARRANT NEOSE TECHNOLOGIES, INC.
Security Agreement • March 13th, 2007 • Neose Technologies Inc • Medicinal chemicals & botanical products

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 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neose Technologies, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.01 per share (the “Common Stock”), of the Company. 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 13th, 2007 • Neose Technologies Inc • Medicinal chemicals & botanical products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2007, by and among Neose Technologies, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 13th, 2007 • Neose Technologies Inc • Medicinal chemicals & botanical products

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2007, by and among Neose Technologies, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

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