0001437749-17-018056 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2017 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2017, by and among Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), and LPH Investments Limited, a company incorporated in the Cayman Islands with limited liability (the “Buyer”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 1st, 2017 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 27, 2017 (the "Effective Date"), by and among Windtree Therapeutics, Inc., a Delaware corporation, with headquarters located at 2600 Kelly Road, Suite 100, Warrington, PA 18976 (the "Company") and LPH Investments Limited, a company incorporated in the Cayman Islands with limited liability and located at : Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008 (the "Buyer").

EXCHANGE AND TERMINATION AGREEMENT
Exchange and Termination Agreement • November 1st, 2017 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

This EXCHANGE AND TERMINATION AGREEMENT (this “Agreement”) dated as of October 27, 2017 (the “Agreement Date”), is by and among Windtree Therapeutics, Inc., a Delaware corporation (f/k/a Discovery Laboratories, Inc.) (“Borrower”), Deerfield Private Design Fund II, L.P. (“DPDF II”), Deerfield Private Design International II, L.P. (“DPDI II”) and Deerfield Special Situations Fund, L.P. (“DSSF,” and together with DPDF II and DPDI II, “Lenders,” and each, a “Lender”), and as expressly provided herein, Deerfield PDI Financing II, L.P. (“DPDI Financing II”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Facility Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2017 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2017, by and among Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), Deerfield Private Design Fund II, L.P. (“DPDF II”), Deerfield Private Design International II, L.P. (“DPDI II”) and Deerfield Special Situations Fund, L.P. (“DSSF,” and together with DPDF II and DPDI II, “Lenders,” and each, a “Lender”).

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