Execution
        Copy

       

      REGISTRATION
        RIGHTS AGREEMENT

      


      THIS
        REGISTRATION RIGHTS AGREEMENT
        (this
“Agreement”)
        is
        made as of March 19, 2004, by and among Lev Pharmaceuticals, Inc., a Delaware
        corporation (the “Company”)
        and
        each of the individuals and entities listed on Exhibit A attached hereto
        (collectively, the “Holders”
        and
        each a “Holder”).

       

      RECITALS

       

      WHEREAS,
        the
        Company and certain Holders are parties to stock purchase agreements
and
        a
        warrant purchase agreement (collectively, the
        “Purchase
        Agreements”)
        providing for, among other things, the purchase and sale of Common Stock
        of the
        Company (the “Common
        Stock”);
        and

       

      WHEREAS,
        in
        order to induce such Holders to purchase shares of the Company’s Common Stock
        and enter into the Purchase Agreements, the Company desires to grant to such
        Holders and other parties certain registration rights as set forth
        herein.

       

      NOW,
        THEREFORE,
        in
        consideration of the promises and mutual covenants contained herein, the
        parties
        hereto hereby agree as follows:

       

      AGREEMENT

       

      1. Registration
        Rights.
        The
        Company covenants and agrees as follows (capitalized terms used but not defined
        herein shall have the meanings ascribed thereto in the Purchase
        Agreement):

       

      1.1 Definitions.
        For
        purposes of this Section 1:

       

      1.1.1 The
        term
“1934
        Act”
        means
        the Securities Exchange Act of 1934, as amended.

       

      1.1.2 The
        term
“Act”
        means
        the Securities Act of 1933, as amended.

       

      1.1.3 The
        term
“Closing”
        has the
        meaning ascribed to it in the Purchase Agreement.

       

      1.1.4 The
        term
“Common
        Stock”
        means
        the Company’s common stock, par value per share of $0.00001.

       

      1.1.5 “Emigrant”
        means
        Emigrant Capital Corporation, a Delaware corporation.

       

      1.1.6 “Emigrant
        Registrable Securities”
        means
        the Registrable Securities from time to time owned by Emigrant,
        John
        Hart, Gilbert Stein, Barry Friedberg, David Seldin, Francis May or their
        respective
        permitted assigns hereunder.

       

      1.1.7 The
        term
“Equity
        Securities”of
        any
        Person means (i) any capital stock, partnership, membership, joint venture
        or
        other ownership or equity interest, participation or securities in or of
        such
        Person (whether voting or non-voting, whether preferred, common or otherwise,
        and including any stock appreciation, contingent interest or similar right)
        and
        (ii) any option, warrant, security or other right (including debt securities)
        directly or indirectly convertible into or exercisable or exchangeable for,
        or
        otherwise to acquire directly or indirectly, any stock, interest, participation
        or security described in clause (i) above.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.1.8 The
        term
“Form S-3”
        means
        such form under the Act as in effect on the date hereof or any registration
        form
        under the Act subsequently adopted by the SEC that permits inclusion or
        incorporation of substantial information by reference to other documents
        filed
        by the Company with the SEC.

       

      1.1.9 The
        term
“Holder”
        means
        any Person owning Registrable Securities or any assignee thereof in accordance
        with Section 1.11 hereof.

       

      1.1.10 The
        term
“Closing”
        has the
        meaning ascribed to it in the Purchase Agreement.

       

      1.1.11 The
        term
“IPO”
        means
        the sale of the Company’s Common Stock pursuant to an underwritten initial
        public offering pursuant to a registration statement declared effective under
        the Act.

       

      1.1.12 The
        term
“Person”
        means
        an individual, a partnership, a joint venture, a corporation, a trust, a
        limited
        liability company, an unincorporated organization or a government or any
        department or agency thereof.

       

      1.1.13 The
        term
“Public
        Sale"
        means a
        sale of securities pursuant to a registration statement declared effective
        under
        the Act or
        to the
        public through a broker, dealer or market maker pursuant to the provisions
        of
        Rule 144 (or any similar provision then in effect) adopted under the Securities
        Act.

       

      1.1.14 The
        terms
“register,”“registered”
        and
“registration”
        refer
        to a registration effected by preparing and filing a registration statement
        or
        similar document in compliance with the Act and the declaration or ordering
        of
        effectiveness of such registration statement or document by the
        SEC.

       

      1.1.15 The
        term
“Registrable
        Securities”
        means:
        (i) Common Stock held by the Holders as of the date hereof, including
        the
        shares of Common Stock issuable upon exercise of a warrant granted to HAE
        Associates, LLC (the “Warrant”) and (ii) any Equity Securities of the
        Company issued as (or issuable upon the conversion or exercise of any warrant,
        right or other security which is issued as) a dividend or other distribution
        with respect to, in exchange for or in replacement of the shares referenced
        in
        clause (i) above, excluding in all cases, however, (a) any Registrable
        Securities that have been previously sold pursuant to a registration statement
        filed and declared effective by the SEC, (b) Registrable Securities that
        have
        been sold by a Person in a transaction in which his or her rights under this
        Section 1 are not duly assigned as provided herein, (c) any Registrable
        Securities after such securities have been sold in a Public Sale.
        The
        Warrant does not have to be exercised in order to include the shares of Common
        Stock issuable upon exercise thereof in any registration statement under
        this
        Agreement. Use of the term “Registrable Securities then outstanding” shall in no
        way infer that the Warrant is required to be exercised in order to include
        the
        shares of Common Stock issuable upon exercise thereof in any registration
        statement under this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.1.16 The
        term
“SEC”
        shall
        mean the Securities and Exchange Commission.

       

      1.2 Request
        for Registration.

       

      1.2.1 Registration
        Rights.
        From
        and after the earlier to occur of (i) January 1, 2009, and (ii) that
        date that is six (6) months after the IPO, the holders of a majority of the
        then
        outstanding Emigrant Registrable Securities may deliver a written request
        to the
        Company requesting that the Company file, on one (1) occasion, a registration
        statement under the Act covering the registration of not less than a majority
        of
        the then outstanding Emigrant Registrable Securities. From and after the
        earlier
        to occur of (i) January 1, 2009, and (ii) that date that is
        six (6)
        months after the IPO, the Holders of at least a majority of the Registrable
        Securities then outstanding (excluding the Emigrant Registrable Securities
        and
        assuming the exercise of the Warrant) shall be entitled to deliver a written
        request to the Company requesting that the Company file, on one (1) occasion,
        a
        registration statement under the Act covering the registration of a majority
        of
        the then outstanding Registrable Securities (assuming the exercise of the
        Warrant). Any Person or group of Persons who delivers a request for registration
        pursuant to this Section 1.2.1 shall be referred to herein with respect to
        such
        request as the “Initiating
        Holder”
        or the
“Initiating
        Holders”,
        as the
        case may be. If the Company shall receive any such written request, then
        the
        Company shall use its commercially reasonable efforts to:

       

      1.2.1.1 within
        ten (10) days of the receipt of a request made pursuant to Section 1.2.1,
        give
        written notice of such request to all Holders in accordance with
        Section 3.5 hereof; and

       

      1.2.1.2 effect
        as
        soon as practicable, and in any event within one hundred twenty (120) days
        of
        the receipt of such request, such registration under the Act (including,
        without
        limitation, filing post-effective amendments, appropriate
        qualifications under applicable blue sky or other state securities
        laws,
        and
        appropriate compliance with the Act) as would permit or facilitate the sale
        and
        distribution of all or such portion of such Registrable Securities that the
        Holders request to be registered, subject to the limitations of this
        Section 1.2.

       

      1.2.2 Underwriting
        Requirements.
        If the
        Initiating Holder(s) intend to distribute the Registrable Securities covered
        by
        their request by means of an underwriting, they shall so advise the Company
        as a
        part of their request made pursuant to Subsection 1.2.1 and the Company
        shall include such information in the written notice referred to in
        Subsection 1.2.1. The underwriter will be selected by the Initiating
        Holder(s) and shall be reasonably acceptable to the Company. . In such event,
        the right of any Holder or other holder of securities of the Company to include
        securities in such registration shall be conditioned upon such Holder’s or
        holder’s participation in such underwriting and the inclusion of such Holder’s
        or holders’ securities in the underwriting to the extent provided herein. All
        Holders and other holders of securities of the Company proposing to distribute
        their securities through such underwriting shall (together with the Company
        as
        provided in Subsection 1.5.5) enter into an underwriting agreement
        in
        customary form with the underwriter or underwriters selected for such
        underwriting. If a Person who has requested inclusion in such registration
        as
        provided above does not agree to the terms of any such underwriting, then
        (i) such Person shall be excluded therefrom and (ii) the securities
        so
        excluded shall be withdrawn from registration. Notwithstanding any other
        provision of this Section 1.2, if the underwriter advises the Initiating
        Holder(s) in writing that marketing factors require a limitation of the number
        of shares to be underwritten, then the Initiating Holder(s) shall so advise
        all
        Holders of Registrable Securities that would otherwise be underwritten pursuant
        hereto, and the number of shares of Registrable Securities that may be included
        in the underwriting shall be allocated among all Holders thereof, including
        the
        Initiating Holder(s), in proportion (as nearly as practicable) to the amount
        of
        Registrable Securities of the Company owned by each Holder. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.2.3 Deferral.
        Notwithstanding the foregoing, if the Company shall furnish to Holders a
        certificate signed by the Chief Executive Officer or President of the Company
        stating that in the good faith judgment of the Board of Directors of the
        Company
        it would not be in the best interest of the Company for such registration
        statement to be filed, the Company shall have the right to defer taking action
        with respect to such filing for a period of not more than one hundred eighty
        (180) days after the date of such certificate; provided,
        however,
        that
        the Company shall not defer its obligation in this manner more than once
        in any
        twelve (12) month period.

       

      1.2.4 Limitations.
        In
        addition, the Company shall not be obligated to effect, or to take any action
        to
        effect, any registration pursuant to this Section 1.2:

       

      1.2.4.1 if
        the
        Initiating Holder(s) propose to dispose of shares of Registrable Securities
        that
        may be immediately registered on Form S-3 pursuant to a request made
        pursuant to Section 1.4 below;

       

      1.2.4.2 within
        one hundred twenty (120) days of any underwritten public offering;
        or

       

      1.2.4.3 if
        the
        Registrable Securities requested to be registered under this Section 1.2
        do
        not have an anticipated aggregate offering price to the public (before deducting
        any underwriter discounts, concessions or commissions) in excess of
        $5,000,000.

       

      1.2.5 Notwithstanding
        the foregoing, a registration will not count as the registration permitted
        to be
        initiated by the applicable Initiating Holder(s) under this Section 1.2 unless
        such Initiating Holder(s) are able to register and sell at least 90% of the
        Registrable Securities that such Initiating Holder(s)have requested to be
        included in such registration.

       

      1.3 Company
        Registration.

       

      1.3.1 Registration
        Rights.
        If (but
        without any obligation to do so) the Company proposes to register (including
        for
        this purpose a registration effected by the Company for stockholders other
        than
        the Holders) any of its stock or other securities under the Act in connection
        with the public offering of such securities solely for cash (other than a
        registration statement relating either to the sale of securities to employees
        of
        the Company pursuant to a stock option, stock purchase or similar plan, a
        registration made on Form S-4 or any successor forms then in effect or a
        SEC
        Rule 145 transaction), the Company shall, at such time, promptly give
        each
        Holder written notice of such registration and such Holders shall have the
        right
        to request that their Registrable Securities be included in such registration.
        Upon the written request of each Holder given within fifteen (15) days after
        receipt by such Holder of notice by the Company, the Company shall, subject
        to
        the provisions of paragraph 1.3.2 below, cause to be included in such
        registration all of the Registrable Securities that each such Holder has
        requested to be so included.

       

      1.3.2 Underwriting
        Requirements.

       

      1.3.2.1 The
        right
        of any Holder or other holder of securities of the Company to include securities
        in such registration shall be conditioned upon such Holder’s or holders’
        participation in such underwriting and the inclusion of such Holder’s or
        holders’ securities in the underwriting to the extent provided herein. All
        Holders and other holders of securities of the Company proposing to distribute
        their securities through such underwriting shall (together with the Company
        as
        provided in Subsection 1.5.5) enter into an underwriting agreement
        in
        customary form with the underwriter or underwriters selected for such
        underwriting. If a Holder who has requested inclusion in such registration
        as
        provided above does not agree to the terms of any such underwriting, then
        (i) such Holder shall be excluded therefrom and (ii) the securities
        owned by such Holder so excluded shall be withdrawn from registration.


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.3.2.2 If
        the
        total amount of securities, including Registrable Securities, requested by
        stockholders (including Holders) to be included in such offering exceeds
        the
        amount of securities that the underwriters determine in their sole discretion
        is
        compatible with the success of the offering, then the Company, subject to
        Section 1.3.2.4 below, shall be required to include in the offering only
        that
        number of such securities, including Registrable Securities, that the
        underwriters determine in their sole discretion will not jeopardize the success
        of the offering.

       

      1.3.2.3 Right
        to Terminate Registration.
        The
        Company shall have the right to terminate or withdraw any registration initiated
        by it under this Section 1.3 before the effectiveness of such registration
        whether or not any Holder has elected to include securities in such
        registration.

       

      1.3.2.4 Pro
        Rata Allocation.
        Allocation of securities held by stockholders (including Holders) to be included
        in such registration and sold in the related offering under this
        Section 1.3 shall be made on a pro rata basis among the stockholders
        (including Holders) who requested to have securities (including Registrable
        Securities) included in such registration according to the total number of
        securities (including Registrable Securities) held by each such stockholder
        (including each Holders).

       

      1.4 Form
        S-3 Registration.
        In case
        the Company shall receive from (i) the holders of not less than thirty percent
        (30%) of the then outstanding Emigrant Registrable Securities or (ii) any
        Holder
        or Holders of not less than thirty percent (30%) of the Registrable Securities,
        a written request or requests that the Company effect a registration on
        Form S-3 or any comparable or successor form or forms, the Company
        will use
        its commercially reasonable efforts to:

       

      1.4.1 promptly
        give written notice of the proposed registration, and any related qualification
        or compliance, to all other Holders; and

       

      1.4.2 as
        soon
        as practicable, effect such registration and all such qualifications and
        compliances as may be so requested and as would permit or facilitate the
        sale
        and distribution of all or such portion of such Holder’s or Holders’ Registrable
        Securities as are specified in such request, together with all or such portion
        of the Registrable Securities of any other Holder or Holders joining in such
        request as are specified in a written request given within fifteen (15) days
        after such written notice from the Company; provided, however, that the Company
        shall not be obligated to effect any such registration, qualification or
        compliance pursuant to this Section 1.4: 

       

      1.4.2.1 unless
        the Registrable Securities requested by all Holders to be registered pursuant
        to
        this Section 1.4 have an anticipated aggregate offering price to the
        public
        (before deducting underwriter discounts, concessions or commissions) that
        exceeds $2,000,000;

       

      1.4.2.2 if
        the
        Company is not eligible to register securities on Form S-3; or

       

      1.4.2.3 if
        the
        Company shall furnish to the Holders a certificate signed by the Chief Executive
        Officer or President of the Company stating that, in the good faith judgment
        of
        the Board of Directors of the Company, it would not be in the best interests
        of
        the Company for such Form S-3 Registration to be effected at such
        time, in
        which event the Company shall have the right to defer the filing of the
        Form S-3 registration statement for a period of not more than one
        hundred
        twenty (120) days after the date of such certificate; provided,
        however,
        that
        the Company shall not defer this obligation in this manner more than once
        in any
        twelve (12) month period.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.4.3 If
        the
        registration is for an underwritten offering, the provisions of
        Section 1.2.2 hereof shall apply to such registration.

       

      1.5 415
        Registrations.

       

      1.5.1 Each
        of
        (i) the holders of a majority of the then outstanding Emigrant Registrable
        Securities and (ii) the holders of a majority of the Registrable
        Securities then
        outstanding (excluding
        the Emigrant Registrable
        Securities
        and
        assuming the exercise of the Warrant),
        will be
        entitled to request one registration on any applicable “short form” pursuant to
        Rule 415 under the Securities Act (a “415
        Registration”),
        if
        available; provided
        that
        the
        Company will have no obligation to grant any request for a 415 Registration
        unless such registration is on Form S-2 or S-3 or any similar short-form;
        and
provided
        further
        that the
        Company will have no obligation to grant any request for a 415 Registration
        unless the aggregate value of the Registrable Securities to be sold through
        such
        registration equals at least $2.0 million. Subject to the availability of
        required financial information, within 45 days after the Company receives
        written notice of a request for a 415 Registration, the Company will file
        with
        the SEC a registration statement under the Securities Act for the 415
        Registration. The Company will use its commercially reasonable efforts to
        cause
        the 415 Registration to be declared effective under the Securities Act as
        soon
        as practicable after filing and, once effective, the Company will (subject
        to
        the provisions of clause (ii) below) cause such 415 Registration to remain
        effective for such time period as is specified in such request, but for no
        time
        period longer than the period ending on the earlier of (A) the second
        anniversary of the date of filing of the 415 Registration, (B) the date on
        which
        all Registrable Securities covered by such 415 Registration have been sold
        pursuant to the 415 Registration and (C) the date as of which there are no
        longer any Registrable Securities covered by such 415 Registration in
        existence.

       

      1.5.2 If
        the
        Holders of a majority of the Registrable Securities notify the Company in
        writing that they intend to effect the sale of all or substantially all of
        the
        Registrable Securities held by such Holders pursuant to a single integrated
        offering pursuant to a then effective registration statement for a 415
        Registration (a “Takedown”),
        then
        so long as the aggregate value of the Registrable Securities to be sold through
        such Takedown equals at least $1.0 million, the Company and each holder of
        Registrable Securities will not effect any public sale or distribution of
        its
        Equity Securities during the 90-day period beginning on the date such notice
        of
        a Takedown is received, except pursuant to such Takedown. Notwithstanding
        anything contained herein to the contrary, all holders of Registrable Securities
        and holders of Common Stock who have a contractual right to participate in
        such
        Takedown may participate in such Takedown, pro
        rata
        based on
        the number of shares of Registrable Securities requested by such holders
        to be
        included in such Takedown.

       

      1.6 Obligations
        of the Company.
        Unless
        otherwise provided herein, whenever required under this Section 1
        to effect
        the registration of any Registrable Securities, the Company will use its
        reasonable commercial efforts to:

       

      1.6.1 Prepare
        and file with the SEC a registration statement with respect to such Registrable
        Securities, cause such registration statement to become effective, and, upon
        the
        request of the Holders of a majority of the Registrable Securities registered
        thereunder, keep such registration statement effective for a period of up
        to one
        hundred eighty (180) days (or 2 years in the case of a 415 Registration)
        or
        until the distribution contemplated in the Registration Statement has been
        completed, whichever is earlier.

       

      1.6.2 Prepare
        and file with the SEC such amendments and supplements to such registration
        statement and the prospectus used in connection with such registration statement
        as may be necessary to comply with the provisions of the Act with respect
        to the
        disposition of all securities covered by such registration
        statement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.6.3 Register
        and qualify the securities covered by such registration statement under such
        other securities or blue sky laws of such jurisdictions as shall be reasonably
        requested by the Holders; provided that the Company shall not be required
        in
        connection therewith or as a condition thereto to qualify to do business
        or to
        file a general consent to service of process in any such states or
        jurisdictions.

       

      1.6.4 In
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter of such offering. Each Holder participating in such
        underwriting shall also enter into and perform its obligations under such
        an
        agreement.

       

      1.6.5 Promptly
        notify each Holder of Registrable Securities covered by such registration
        statement and any underwriter participating in any distribution pursuant
        to such
        registration statement at any time when a prospectus relating thereto is
        required to be delivered under the Act of the happening of any event as a
        result
        of which the prospectus included in such registration statement, as then
        in
        effect, includes an untrue statement of a material fact or omits to state
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading in the light of the circumstances then
        existing.

       

      1.6.6 Notify
        each Holder of Registrable Securities covered by such registration statement
        and
        any underwriter participating in any distribution pursuant to such registration
        statement of (i) the effectiveness of such registration statement, (ii) the
        filing of any post-effective amendments to such registration statement, or
        (iii)
        the filing of a supplement to such registration statement.

       

      1.6.7 In
        the
        event of the issuance of any stop order suspending the effectiveness of a
        registration statement, or of any order suspending or preventing the use
        of any
        related prospectus or suspending the qualification of any securities included
        in
        such registration statement for sale in any jurisdiction, use its commercially
        reasonable efforts to obtain promptly the withdrawal of such order.


       

      1.6.8 Cooperate
        with each holder of Registrable Securities covered by the applicable
        registration statement and the managing underwriters, if any, to facilitate
        the
        timely preparation and delivery of certificates representing Registrable
        Securities to be sold, which certificates will not bear any restrictive legends
        and will be in a form eligible for deposit with the transfer agent for the
        Common Stock; and enable such Registrable Securities to be in such denominations
        and registered in such names as the managing underwriters, if any, or holders
        may request at least two business days prior to any sale of Registrable
        Securities.

       

      1.6.9 Use
        its
        commercially reasonable efforts to cause its management to participate fully
        in
        the sale process, including, without limitation, the preparation of the
        applicable registration statement and the preparation and presentation of
        any
“road shows,” whether domestic or international;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.6.10 Make
        available for inspection by a representative selected by a majority of the
        holders of Registrable Securities, if any, participating in the offering,
        any
        underwriter participating in any disposition pursuant to the registration
        and
        any attorney or accountant retained by such selling holder or underwriter
        (each,
        an “Inspector”), all financial and other records, pertinent corporate documents
        and properties of the Company (the “Records”), and cause the Company’s officers,
        directors and employees to supply all information reasonably requested by
        any
        such Inspector in connection with such registration; provided
        that
        the
        Company will not be required to comply with this Section 1.6.9 if there is
        a
        reasonable likelihood, in the judgment of the Company exercised in good faith,
        that such delivery could result in the loss of any attorney-client privilege
        related thereto; and provided
        further
        that
        Records which the Company determines, in good faith, to be confidential and
        which it notifies the Inspectors are confidential will not be disclosed by
        the
        Inspectors (other than to any holder of Registrable Securities participating
        in
        the offering) unless (x) such Records have become generally available to
        the
        public or (y) the disclosure of such Records may be necessary or appropriate
        (A)
        to comply with any law, rule, regulation or order applicable to any such
        Inspectors or holder of Registrable Securities, (B) in response to any subpoena
        or other legal process or (C) in connection with any litigation to which
        such
        Inspectors or any holder of Registrable Securities is a party (provided
        that
        Company
        is provided with reasonable notice of such proposed disclosure and a reasonable
        opportunity to seek a protective order or other appropriate remedy with respect
        to such Records).

       

      1.6.11 Use
        commercially reasonable efforts to furnish to each Holder of Registrable
        Securities covered by such registration statement and any underwriter
        participating in any distribution pursuant to such registration statement,
        if
        requested by such entity, (i) a copy of the opinion dated such date
        of
        counsel representing the Company for the purposes of such registration,
        addressed to the underwriters, and in customary form and containing customary
        substance and such other reasonably acceptable substance as may be required
        by
        any underwriters, and (ii) a copy of the letter dated such date from the
        independent certified public accountants retained by the Company, addressed
        to
        the underwriters and covering such matters with respect to such registration
        as
        are customarily included in “comfort letters” provided to
        underwriters.

       

      1.6.12 Cause
        all
        such Registrable Securities registered hereunder to be listed on each securities
        exchange on which similar securities issued by the Company are then
        listed.

       

      1.6.13 Provide
        a
        transfer agent and registrar for all Registrable Securities registered pursuant
        to a registration statement and a CUSIP number for all such Registrable
        Securities, in each case not later than the effective date of such
        registration.

       

      1.7 Furnish
        Information.

       

      1.7.1 Each
        selling Holder seeking to sell shares pursuant to a registration requested
        pursuant to this Section 1 shall furnish to the Company such information
        regarding itself, the Registrable Securities held by it and the intended
        method
        of disposition of such securities that the Company shall reasonably request
        in
        writing and as shall be reasonably required to effect the registration of
        such
        Holder’s Registrable Securities.

       

      1.7.2 The
        Company shall have no obligation with respect to any registration requested
        pursuant to Section 1.2 or Section 1.4 if, due to the operation
        of
        Subsection 1.7.1, the number of shares or the anticipated aggregate
        offering price of the Registrable Securities to be included in the registration
        does not equal or exceed the anticipated aggregate offering price required
        to
        originally trigger the Company’s obligation to initiate such registration as
        specified in Subsection 1.2.1 or Subsection 1.4.2.1, whichever
        is
        applicable.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.8 Registration
        Expenses.
        All
        expenses (exclusive of underwriting discounts and commissions that shall
        be
        borne pro rata by the Holders) incurred in connection with registrations,
        filings or qualifications pursuant to this Section 1, including, without
        limitation, all registration, filing and qualification fees, printers’ and
        accounting fees, fees and disbursements of counsel for the Company and the
        reasonable fees and disbursements of one (1) counsel for all selling
        Holders of Registrable Securities shall be borne by the Company, whether
        or not it has become effective.

       

      1.9 Holdback
        Agreements. 

       

      1.9.1 
        If the
        Company has previously filed a registration statement with respect to
        Registrable Securities pursuant to Section 1 hereof (including Section 1.3)
        and
        if such previous registration has not been withdrawn or abandoned, the Company
        will not file or cause to be effected any other registration of any of its
        Equity Securities or securities convertible or exchangeable into or exercisable
        for its Equity Securities under the Securities Act (except on Form S-4 or
        Form
        S-8 or any successor forms), whether on its own behalf or at the request
        of any
        holder or holders of such securities, until a period of at least 180 days
        has
        elapsed from the date such previous registration became effective.

       

      1.9.2 Notwithstanding
        anything to the contrary contained in this Agreement, the Company will not
        effect any public sale or distribution of its Equity Securities during the
        seven
        days prior to and during the 180-day period beginning on the effective date
        of
        the IPO, any underwritten registration requested under Section 1 of
        this
        Agreement or any underwritten registration in which Registrable Securities
        are
        requested to be included pursuant to this Section 1 (in each case
        except as
        part of such underwritten registration or pursuant to registrations on Form
        S-8
        or any successor form).

       

      1.10 Indemnification.
        In the
        event any Registrable Securities are included in a registration under this
        Section 1:

       

      1.10.1 To
        the
        maximum extent permitted by law, the Company will indemnify and hold harmless
        each Holder, each Holder’s affiliates, partners, shareholders, members,
        officers, directors and agents, any underwriter (as defined in the Act) for
        such
        Holder and each Person, if any, who controls such Holder or underwriter within
        the meaning of the Act or the 1934 Act against any losses, claims, damages,
        or
        liabilities (joint or several) arising out of or based upon any of the following
        statements, omissions or violations (each a “Violation”):
        (i) any untrue statement or alleged untrue statement of a material
        fact
        contained in any registration statement, prospectus, offering circular, or
        any
        amendment or supplement thereto; (ii) the omission or alleged omission
        to
        state therein a material fact required to be stated therein, or necessary
        to
        make the statements therein not misleading; or (iii) any violation
        or
        alleged violation by the Company of the Act, the 1934 Act, any state securities
        law applicable to the Company or any Rule or regulation promulgated
        under
        the Act, the 1934 Act or any state securities law applicable to the Company;
        and
        the Company will pay to each such Holder, each of its officers, directors,
        partners or members, and each Person controlling such Holder, each such
        underwriter and each Person who controls any such underwriter, any legal
        or
        other expenses reasonably incurred by them in connection with investigating
        or
        defending any such loss, claim, damage, liability, or action, as such expenses
        are incurred; provided,
        however,
        that
        the indemnity agreement contained in this Subsection 1.9.1 shall not
        apply
        to amounts paid in settlement of any such loss, claim, damage, liability,
        or
        action if such settlement is effected without the consent of the Company,
        which
        consent shall not be unreasonably withheld, nor shall the Company be liable
        in
        any such case for any such loss, claim, damage, liability, or action to the
        extent that it arises out of or is based upon a Violation that is caused
        by
        reliance upon written information furnished to the Company by a Holder expressly
        for use in connection with such registration by any such Holder, underwriter
        or
        controlling Person.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.10.2 To
        the
        maximum extent permitted by law, each Holder that holds Registrable Securities
        included in the registration will indemnify and hold harmless the Company,
        each
        of its directors, each of its officers who has signed the registration
        statement, each Person, if any, who controls the Company within the meaning
        of
        the Act, any underwriter, any other Holder selling securities in such
        registration statement and any controlling Person of any such underwriter
        or
        other Holder, severally but not jointly, against any losses, claims, damages,
        or
        liabilities (joint or several) to which any of the foregoing Persons may
        become
        subject, under the Act, the 1934 Act or other federal or state law, insofar
        as
        such losses, claims, damages, or liabilities (or actions in respect thereto)
        arise out of or are based upon any Violation, in each case only to the extent
        that such Violation is caused by reliance upon written information furnished
        to
        the Company by such Holder expressly for use in connection with such
        registration; and each such Holder will pay any legal or other expenses
        reasonably incurred by any Person intended to be indemnified pursuant to
        this
        Subsection 1.9.2, in connection with investigating or defending any
        such
        loss, claim, damage, liability, or action; provided,
        however,
        that
        the indemnity agreement contained in this Subsection 1.9.2 shall not
        apply
        to amounts paid in settlement of any such loss, claim, damage, liability
        or
        action if such settlement is effected without the consent of the Holder,
        which
        consent shall not be unreasonably withheld; and provided further that
        in no
        event shall Holder’s cumulative, aggregate liability under this
        Subsection 1.9.2, under Subsection 1.9.4, or under such sections
        taken
        together, exceed the net proceeds received by such Holder from the offering
        out
        of which such Violation arises.

       

      1.10.3 Promptly
        after receipt by an indemnified party under this Section 1.9 of notice
        of
        the commencement of any action (including any governmental action), such
        indemnified party will, if a claim in respect thereof is to be made against
        any
        indemnifying party under this Section 1.9, deliver to the indemnifying
        party a written notice of the commencement thereof and the indemnifying party
        shall have the right to participate in, and, to the extent the indemnifying
        party so desires, jointly with any other indemnifying party similarly noticed,
        to assume the defense thereof with one (1) counsel mutually satisfactory
        to
        the parties; provided,
        however,
        that an
        indemnified party shall have the right to retain one (1) separate
        counsel,
        with the fees and expenses to be paid by the indemnifying party, if in
        such
        indemnified party’s reasonable judgment a conflict of interest between
representation
        of such indemnified party by the counsel retained by the indemnifying party
        would be inappropriate due to actual or potential differing interests between
        such indemnified party and any other party represented by such counsel in
        such
        proceeding. The failure to deliver written notice to the indemnifying party
        within a reasonable time of the commencement of any such action shall not
        relieve such indemnifying party of any liability to the indemnified party
        under
        this Section 1.9 unless the failure to deliver notice is materially
        prejudicial to its ability to defend such action. Any omission to so deliver
        written notice to the indemnifying party will not relieve it of any liability
        that it may have to any indemnified party otherwise than under this
        Section 1.9.

       

      1.10.4 If
        the
        indemnification provided for in this Section 1.9 is held by a court
        of
        competent jurisdiction to be unavailable to an indemnified party with respect
        to
        any loss, liability, claim, damage, or expense referred to herein, then the
        indemnifying party, in lieu of indemnifying such indemnified party hereunder,
        shall contribute to the amount paid or payable by such indemnified party
        as a
        result of such loss, liability, claim, damage, or expense in such proportion
        as
        is appropriate to reflect the relative fault of the indemnifying party on
        the
        one hand, and of the indemnified party on the other, in connection with the
        statements or omissions that resulted in such loss, liability, claim, damage,
        or
        expense as well as any other relevant equitable considerations. The relative
        fault of the indemnifying party and of the indemnified party shall be determined
        by reference to, among other things, whether the untrue or alleged untrue
        statement of a material fact or the omission to state a material fact relates
        to
        information supplied by the indemnifying party or by the indemnified party
        and
        the parties’ relative intent, knowledge, access to information, and opportunity
        to correct or prevent such statement or omission. In no event shall Holder’s
        cumulative, aggregate liability under this Subsection 1.9.4, under
        Subsection 1.9.2, or under such sections together, exceed the net
        proceeds
        received by such Holder from the offering out of which such indemnification
        is
        sought less any amounts paid by such Holder pursuant to Section
        1.10.2.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.10.5 The
        obligations of the Company and Holders under this Section 1.9 shall
        survive
        the completion of any offering of Registrable Securities in a registration
        statement under this Section 1, and otherwise.

       

      1.10.6 Notwithstanding
        any contrary provision in this Section 1.9, neither the Company nor any seller
        of Registrable Securities will be liable for indemnification or contribution
        in
        any case to the extent that any untrue statement or omission attributable
        to the
        Company or such seller of Registrable Securities was contained or made in
        a
        preliminary prospectus and corrected in the final prospectus and any such
        loss,
        claim, damage or liability suffered or incurred by an indemnified party resulted
        from an action, claim, or suit by any Person who purchased shares from such
        indemnified party and such indemnified party received a copy of the final
        prospectus or final similar information document but failed to deliver or
        provide a copy of the final prospectus or final similar information document
        to
        such Person at or prior to the confirmation of the sale of such
        shares.

       

      1.11 Rule 144
        Reporting.
        With a
        view to making available the benefits of certain rules and regulations of
        the
        SEC that may permit the sale of the Registrable Securities to the public
        without
        registration or pursuant to a registration statement on Form S-3,
        the
        Company agrees to:

       

      1.11.1 Make
        and
        keep public information available as those terms are understood and defined
        in
        Rule 144 under the Act, at all times from and after ninety (90) days
        following the IPO;

       

      1.11.2 Use
        its
        best efforts to file with the SEC in a timely manner all reports and other
        documents required of the Company under the Act and the 1934 Act at any time
        after it has become subject to such reporting requirements;

       

      1.11.3 So
        long
        as a Holder owns any Registrable Securities, furnish to the Holder forthwith
        upon request a written statement by the Company as to its compliance with
        the
        reporting requirements of Rule 144 (at any time from and after ninety
        (90)
        days following the effective date of the first registration statement filed
        by
        the Company for an offering of its securities to the general public), and
        of the
        Act and the 1934 Act (at any time after it has become subject to such reporting
        requirements).

       

      1.12 Assignment
        of Registration Rights.
        The
        rights to cause the Company to register Registrable Securities pursuant to
        this
        Section 1 may be assigned or transferred (but only with all related
        obligations) by a Holder to, (i) in the case of any Holder that is
        a
        partnership, limited liability company or corporation, any current and former
        constituent directors, officers, partners, members, shareholders, subsidiaries
        and affiliates of that Holder or any directors, officers, partners, members,
        shareholders, subsidiaries or affiliates of the foregoing, and (ii) a
        Person who or entity that, after such assignment or transfer, holds (along
        with
        its Affiliates as defined below) at least 50,000 shares of Registrable
        Securities, subject to appropriate adjustment for stock splits, dividends,
        reclassifications, recapitalizations, combinations or the like, provided,
        in each
        case, that: (i) the Company is, within a reasonable time after such
        transfer, furnished with written notice of the name and address of such
        transferee or assignee and the securities with respect to which such
        registration rights are being assigned; (ii) such transferee or assignee
        agrees in writing to be bound by and subject to the terms and conditions
        of this
        Agreement, including, without limitation, the provisions of Section 1.12
        below; and (iii) such assignment shall be effective only if immediately
        following such transfer the further disposition of such securities by the
        transferee or assignee is restricted under the Act; provided,
        further,
        that in
        no event shall a Holder transfer such registration rights to a competitor
        of the
        Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.13 Termination
        of Registration Rights.
        The
        right of any Holder to request registration or to include Registrable Securities
        in any registration pursuant to this Section 1 shall terminate
        on such
        date as a public trading market shall exist for the Company’s Common Stock and
        all shares of Registrable Securities beneficially owned and subject to
        Rule 144 aggregation by such Holder may immediately be sold under
        Rule 144 during any 90-day period; provided
        that any
        security that ceases to be a Registrable Security by operation of this Section
        1.13 will again be deemed to be a Registrable Security if a subsequent decrease
        in trading volume results in the Holder thereof not being able to sell such
        securities during such period without registration pursuant to Rule
        144.

       

      1.14 Aggregation
        of Registration Rights.
        For
        purposes of allocation of securities to be included in any registration under
        this Section 1 for any Holder that is a partnership or corporation,
        the
        partners, retired or former partners and stockholders of such Holder (and
        in the
        case of a partnership, any affiliated partnerships), or the estates and Family
        Members of any such partners and retired partners and any trusts for the
        benefit
        of any of the foregoing Persons, shall be deemed to be a single “selling
        stockholder,”
        and
        any pro rata reduction with respect to such selling stockholder shall be
        based
        upon the aggregate amount of shares carrying registration rights owned by
        all
        entities and individuals included in such selling stockholder, as defined
        in
        this sentence.

       

      2. Miscellaneous.

       

      2.1 Successors
        and Assigns.
        Except
        as otherwise provided herein, the terms and conditions of this Agreement
        shall
        inure to the benefit of and be binding upon the respective successors and
        assigns of the parties (including transferees of any shares of Registrable
        Securities). Nothing in this Agreement, express or implied, is intended to
        confer upon any party other than the parties hereto or their respective
        successors and assigns any rights, remedies, obligations or liabilities under
        or
        by reason of this Agreement, except as expressly provided in this
        Agreement.

       

      2.2 Governing
        Law;
        WAIVER OF JURY TRIAL.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York (without reference to the conflicts of law
        provisions thereof). The Company hereby irrevocably consents to the jurisdiction
        of the Courts of the State of New York and of any Federal Court located in
        New
        York in connection with any action or proceeding arising out of or relating
        to
        this Agreement. In any such litigation the Company waives personal service
        of
        any summons, complaint or other process and agrees that the service thereof
        may
        be made by certified or registered mail directed to the Chief Executive Officer
        of the Company at its address set forth below. THE
        PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
        BY
        LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF
        ACTION
        (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED
        OR
        INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT
        OR
        ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING
        OR
        HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE
        PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
        DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
        A
        JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
        OF
        A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
        OF
        THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.3 Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be deemed
        an
        original but all of which together shall constitute one and the same
        instrument.

       

      2.4 Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      3. Notices.
        All
        notices, deliveries and other communications provided for herein shall be
        in
        writing and shall be (i) delivered in person, (ii) transmitted by telecopy,
        (iii) sent by first-class, registered or certified mail, postage prepaid,
        or
        (iv) sent by reputable overnight courier service, fees prepaid, to the recipient
        at the address (a) in the case of the Company to 524 Clubhouse Road, Woodmere,
        NY 11598, Attention Joshua Schein, CEO or by telecopy to (516) 374-3373,
        (b) in
        the case of any Holder which or who is an original party to this Agreement
        at
        the address of such Holder as set forth on Exhibit A attached hereto or such
        other address for such Holder as shall be designated in writing from time
        to
        time by such Holder and (iii) in the case of any permitted transferee of
        a party
        to this Agreement or its transferee, to such transferee at its address as
        designated in writing by such transferee to the Company from time to time.
        Notices shall be deemed given upon personal delivery, seven days following
        deposit in the mail as set forth above, upon acknowledgment by the receiving
        telecopier or one day following deposit with an overnight courier
        service.

       

      3.1 Attorneys’
        Fees.
        Except
        as otherwise provided herein, if any action at law or in equity is necessary
        to
        enforce or interpret the terms of this Agreement, the prevailing party shall
        be
        entitled to reasonable attorneys’ fees, costs and necessary disbursements in
        addition to any other relief to which such party may be entitled.

       

      3.2 Amendments
        and Waivers.
        Any
        term of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of the Company,
        the holders of a majority of the outstanding Emigrant Securities, and the
        holders of a majority of the Registrable Securities then outstanding
        (excluding the Emigrant Registrable Securities and assuming the exercise
        of the
        Warrant).
        Any
        amendment or waiver effected in accordance with this paragraph shall be binding
        upon each holder of any Registrable Securities then outstanding, each future
        holder of all such Registrable Securities and the Company.

       

      3.3 Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provision shall be excluded from this Agreement and
        the
        balance of the Agreement shall be interpreted as if such provision were so
        excluded and shall be enforceable in accordance with its terms.

       

      3.4 Entire
        Agreement.
        This
        Agreement (including the Exhibits hereto, if any) constitutes the full and
        entire understanding and Agreement between the parties. The parties hereto
        further acknowledge and agree that this Agreement supersedes and renders
        void
        every other prior written or oral understanding among or between the parties
        hereto with regard to the subject matter contained herein and
        therein.

       

      3.5 Specific
        Performance.
        The
        parties hereto agree that irreparable damage would occur if any of the
        provisions of this Agreement were not performed in accordance with these
        specific terms or were otherwise breached. It is accordingly agreed that
        the
        parties shall be entitled to seek an injunction or injunctions (without
        posting any bond or other security) to
        prevent breaches of this Agreement and to enforce specifically the terms
        and
        provisions hereof in any court of the United States or any state having
        jurisdiction, this being in addition to any other remedy to which they are
        entitled at law or in equity.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3.6 No
        Inconsistent Agreements.
        The
        Company will not after the execution of this Agreement enter into any agreement
        with respect to its Equity Securities which is inconsistent with or violates
        the
        rights granted to the holders of Registrable Securities in this
        Agreement.

       

      3.7 Adjustments
        Affecting Registrable Securities.
        The
        Company will not take any action, or permit any change to occur, with respect
        to
        its Equity Securities which would materially and adversely affect the ability
        of
        the holders of Registrable Securities to include such Registrable Securities
        in
        a registration undertaken pursuant to this Agreement or which would materially
        and adversely affect the marketability of such Registrable Securities in
        any
        such registration (including effecting a stock split or a combination of
        shares).

       

      3.8 Additional
        Parties. The
        Company and the Holders whose signature pages appear on the signature page
        hereto agree that should the Company sell additional shares of Common Stock
        to
        additional Persons, such Persons, at the Company’s option, may become Holders
        hereunder by executing a counterpart to this Agreement as additional Holders
        hereunder, and in such case shall have all rights and obligations of Holders
        hereunder. Neither the addition of such additional parties nor the amendment
        of
        Exhibit A to this Agreement to include such additional parties shall be deemed
        amendments under Section 3.2 so long as none of the other provisions of this
        Agreement are modified or amended in any way. Upon the addition of such
        additional parties, (i)
        Exhibit
        A
        to this Agreement shall be automatically amended so as to incorporate such
        additional parties as Holders hereunder
        and (ii)
        notice of such additional parties shall be given by the Company to the Holders
        pursuant to Section 3 hereof.

       

      *
        * *


      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      

      


      IN
        WITNESS WHEREOF,
        the
        parties have executed this Registration Rights Agreement as of the date first
        above written.

      


      
        
          	 	
                  LEV
                    PHARMACEUTICALS, INC.

                  


                  By:
                                                                                          
                    

                  President
                    and Chief Executive Officer

                   

                   

                  HOLDERS

                  


                  HAE
                    Associates
                    LLC

                  


                  By:                                                                       
                    

                  
 

                  Ajax
                    Partners

                  


                  By:                                                                       
                    

                  David
                    Stone

                  Authorized
                    Signatory 

                  


                  


                  Sands
                    Brothers Venture Capital LLC

                  By:
                    SB Venture Capital Management LLC, Manager

                  


                  By:                                                                       
                    

                  Martin
                    Sands

                  Manager
                    

                


        

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        
          	 	
                  Sands
                    Brothers Venture Capital II LLC

                  By:
                    SB Venture Capital Management II LLC, Manager

                  


                  By:                                                                       

                  Steven
                    Sands

                  Manager
                    

                  


                  


                  Sands
                    Brothers Venture Capital III LLC

                  By:
                    SB Venture Capital Management III LLC, Manager

                  


                  By:                                                                       

                  Steven
                    Sands

                  Manager
                    

                  


                  


                  Sands
                    Brothers Venture Capital IV LLC

                  By:
                    SB Venture Capital Management IV LLC 

                  


                  By:                                                                       

                  Steven
                    B. Sands

                  Manager

                   

                   

                  Targhee
                    Trust 

                  


                  By:                                                                       

                  Deirdre
                    Henderson 

                  Trustee

                   

                   

                  KWG
                    Trust dated 1/1/04

                  


                  By:                                                                       

                  Jeff
                    Zaluda 

                  Agent
                    for Trustee

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        


      
        	 	
                EAH
                  Heart Associates LLC

                By:
                  EAH Heart Management Associates LLC

                


                By:                                                                       

                Steven
                  B. Sands

                Manager

                


                


                                                                                      

                Robert
                  Bonaventura

                


                


                
                                                                                        

                

                Kevin
                  Connors

                


                


                
                                                                                        

                

                Frank
                  Mazzola

                


                


                
                                                                                        

                

                Aharon
                  Orlansky

                


                


                
                                                                                        

                

                Michael
                  Beattie

                


                 

                
                                                                                        
Judson
                  Cooper

                


                


                
                                                                                        
Joshua
                  Schein

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      
        
          	 	
                  Emigrant
                    Capital Corporation

                  


                  By:                                                                       

                  Name:
                    John Hart

                  Title:
                    Managing Director

                  
 

                                                                                        

                  John
                    Hart

                  


                  


                                                                                        

                  Gilbert
                    Stein

                  


                  


                                                                                        

                  Barry
                    Friedberg

                  


                   

                                                                                        

                  David
                    Seldin

                  


                  


                                                                                        

                  Francis
                    May 

                


        

      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Exhibit
        A

      


      List
        of Holders


      
        	 	 
	
                 

                Purchaser

                 

              	
                 

                Registrable
                  Securities

              
	
                Ajax
                  Partners

              	
                200,000

              
	
                Sands
                  Brothers Venture Capital LLC

              	
                33,333

              
	
                Sands
                  Brothers Venture Capital II LLC

              	
                33,333

              
	
                Sands
                  Brothers Venture Capital III LLC

              	
                86,667

              
	
                Sands
                  Brothers Venture Capital IV LLC

              	
                46,667

              
	
                Targhee
                  Trust

              	
                33,333

              
	
                KWG
                  Trust dated 1/1/04

              	
                33,333

              
	
                EAH
                  Heart Associates LLC

              	
                680,000

              
	
                Robert
                  Bonaventura

              	
                20,000

              
	
                Kevin
                  Connors

              	
                6,667

              
	
                Frank
                  Mazzola

              	
                13,333

              
	
                Aharon
                  Orlansky

              	
                6,667

              
	
                Michael
                  Beattie

              	
                6,667

              
	
                HAE
                  Associates
                  LLC

              	
                12,500,000

              
	
                Judson
                  Cooper

              	
                5,277,273

              
	
                Joshua
                  Schein

              	
                5,277,273

              
	
                Emigrant
                  Capital Corporation

              	
                3,529,412

              
	
                John
                  Hart

              	
                117,647

              
	
                Gilbert
                  Stein

              	
                117,647

              
	
                Barry
                  Friedberg

              	
                117,647

              
	
                David
                  Seldin

              	
                117,647

              
	
                Francis
                  May

              	
                29,412