BY AND BETWEEN FUN CITY POPCORN, INC., as Borrower AND Gary J. McAdam, MATHIS FAMILY PARTNERS, LTD. and GARY A. AGRON, as LenderRevolving Credit Agreement • December 29th, 2004 • Fun City Popcorn Inc • Miscellaneous food preparations & kindred products • Colorado
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of May 3, 2005, by and among Lev Pharmaceuticals, Inc. (the "COMPANY") and Laidlaw & Company (UK) Ltd. ("LAIDLAW"), on behalf...Registration Rights Agreement • May 9th, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products • New York
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D to which this Agreement is an...Joint Filing Agreement • January 10th, 2005 • Fun City Popcorn Inc • Miscellaneous food preparations & kindred products
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
ARTICLE 1Asset Purchase Agreement • January 21st, 2004 • Fun City Popcorn Inc • Miscellaneous food preparations & kindred products • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16, 2006, among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
WITNESSETH:Agreement and Plan of Merger • December 29th, 2004 • Fun City Popcorn Inc • Miscellaneous food preparations & kindred products • New York
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 3, 2005, by and among Lev Pharmaceuticals, Inc. (the "Company") and each purchaser signatory hereto (each a "Purchaser"...Registration Rights Agreement • May 9th, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products • New York
INDENTURE BETWEEN LEV PHARMACEUTICALS, INC. AND AS TRUSTEE DATED AS OF , 200__ SENIOR DEBT SECURITIES (Issuable in Series)Indenture • June 11th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of , between LEV PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is entered into as of November 1, 2004, between LEV PHARMACEUTICALS, INC., a Delaware Company (with its successors and assigns, referred to as the "Company") and Judson A....Employment Agreement • January 4th, 2005 • Fun City Popcorn Inc • Miscellaneous food preparations & kindred products • New York
Exhibit 4.1 THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR...Warrant Agreement • May 9th, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products • New York
EXHIBIT 10.4 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED...Exclusive License Agreement • March 31st, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products • Pennsylvania
INDENTURE BETWEEN LEV PHARMACEUTICALS, INC. AND AS TRUSTEE DATED AS OF , 200 SUBORDINATED DEBT SECURITIES (Issuable in Series)Indenture • June 11th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of , between LEV PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
Exhibit 4.2 THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR...Warrant Agreement • May 9th, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2006, among Lev Pharmaceuticals, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of LEV PHARMACEUTICALS, INC.Securities Agreement • October 20th, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
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 [_____ anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LEV PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $[_________ per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This employment agreement (the “Agreement”) is made as of the 2nd day of August, 2006 by and between Joseph Truitt (hereinafter referred to as the “Employee”) and Lev Pharmaceuticals, Inc., a Delaware corporation.
EXHIBIT 10.1 THE SPECTRUM OF LAS VEGAS MULTI-TENANT LEASE ARTICLE ONE: BASIC TERMS This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles Sections and Paragraphs of the Lease referred to in...Multi-Tenant Lease • July 2nd, 2001 • Fun City Popcorn Inc
NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into in duplicate this 1st day of November, 2004 between LEV Pharmaceuticals, Inc., a Delaware corporation having a principal place of...Non-Qualified Stock Option Agreement • June 7th, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products
23,333,333 Shares and Warrants to Purchase 4,666,667 Shares LEV PHARMACEUTICALS, INC. Common Stock ($.01 per value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 15th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into in duplicate this 1st day of November, 2004 between LEV Pharmaceuticals, Inc., a Delaware corporation having a principal place of...Non-Qualified Stock Option Agreement • May 27th, 2005 • Lev Pharmaceuticals Inc • Miscellaneous food preparations & kindred products
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2008 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of July 15, 2008 by and between Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ViroPharma Incorporated, a Delaware corporation (the “Purchaser”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 16th, 2008 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the __ day of ______, 200_ (the “Grant Date”) between Lev Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 675 Third Avenue, Suite 2200, New York, New York 10017 (“Corporation”), and ___________ (“Holder”), with respect to the following facts:
LEV PHARMACEUTICALS, INC. Suite 2200 New York, NY 10017 July 15, 2008Resignation Agreement • July 18th, 2008 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) sets forth our mutual agreement concerning (i) your resignation as an executive officer and employee of the Company effective immediately after the closing of the transactions (the “Merger”) contemplated by the Merger Agreement (the “Closing”), (ii) the payments that will be made to you and (iii) amends the restrictions on competition set forth in the Employment Agreement.
FIRST AMENDMENT TO THE DISTRIBUTION AND MANUFACTURING SERVICES AGREEMENT BETWEEN LEVPHARMA AND SANQUINDistribution and Manufacturing Services Agreement • March 31st, 2006 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT is entered into effective as of the latest of the dates of signatures hereunder by and between the Parties to the DISTRIBUTION AND MANUFACTURING SERVICES AGREEMENT BETWEEN LEVPHARMA AND SANQUIN dated January 16, 2004 (the “AGREEMENT”): LEV PHARMACEUTICALS, INC., a corporation formed under the laws of the state of Delaware, having an address at 236 Old Lancaster Road, Merion Station, Pennsylvania 19066 (“LEVPHARMA”) and the SANQUIN BLOOD SUPPLY FOUNDATION, a not-for-profit organization formed under the laws of The Netherlands, having an address at Plesmanlaan 125, 1066 CX, Amsterdam, The Netherlands, acting for the purposes of the AGREEMENT through its Plasma Products Division, (“SANQUIN”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Employment Agreement (the "Agreement"), is entered into as of December 20, 2007 (the "Effective Date"), between LEV PHARMACEUTICALS, INC., a Delaware corporation (with its successors and assigns, referred to as the "Company"), and Joshua Schein (referred to as "Schein").
AGREEMENT FOR THE PURCHASE AND SALE OF BLOOD PLASMAPurchase and Sale Agreement • July 25th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”) is made and entered into this July 12, 2007, by and between LEV PHARMACEUTICALS, INC, a Delaware corporation, with its principal place of business at 675 Third Avenue, Suite 2200, New York, NY 10017 (“Purchaser”) and DCI MANAGEMENT GROUP LLC, a Delaware Limited Liability Corporation with its principal place of business at 1019 Fort Salonga Road, Suite 109, Northport, NY 11768 (“Seller”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2005 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 to Registration Rights Agreement is made as of July 18, 2005 (this “Amendment”) and amends the Registration Rights Agreement, dated as of May 3, 2005, by and among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Purchasers who are parties thereto (the “Agreement” and together with this Amendment, the “Registration Rights Agreement”). Terms used in this Amendment without definition shall have the meanings given them in the Agreement.
AMENDMENT NO. 3 TO DISTRIBUTION AND MANUFACTURING SERVICES AGREEMENTDistribution and Manufacturing Services Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 3 to Distribution and Manufacturing Services Agreement (this “Amendment”) is made as of September 24, 2007 (the “Effective Date”) and amends the Distribution and Manufacturing Services Agreement, dated as of January 16, 2004, by and between Lev Development Corp.(formerly known as Lev Pharmaceuticals, Inc.), a Delaware corporation (“LEVPHARMA”), and Sanquin Blood Supply Foundation (“SANQUIN”), a not-for-profit corporation organized under the laws of The Netherlands, as amended by a First and Second Amendment (collectively, the “Original Agreement” and together with this Amendment, the “Agreement”). Capitalized terms used in this Amendment without definition shall have the meanings given them in the Original Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Employment Agreement (the "Agreement"), is entered into as of January 17, 2007 (the “Effective Date”), between LEV PHARMACEUTICALS, INC., a Delaware corporation (with its successors and assigns, referred to as the "Company"), and Judson Cooper (referred to as "Cooper").
BY AND AMONGMerger Agreement • November 10th, 2004 • Fun City Popcorn Inc • Miscellaneous food preparations & kindred products • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Employment Agreement (the "Agreement"), is entered into as of January 17, 2007 (the “Effective Date”), between LEV PHARMACEUTICALS, INC., a Delaware corporation (with its successors and assigns, referred to as the "Company"), and Joshua D. Schein (referred to as "Schein").
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 16th, 2008 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
THIS INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of this __ day of _________, 2008 between Lev Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 675 Third Avenue, Suite 2200 New York, New York 10017 (“Corporation”), and ____________ (“Holder”), with respect to the following facts:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 2, 2007 by and among Lev Pharmaceuticals, Inc., a Delaware corporation (“Lev”), and Lev Development Corp., a Delaware corporation (“Development”), (each a “Grantor”, and collectively, the “Grantors”), and Mast Capital Management, LLC, in its capacity as collateral agent (the “Collateral Agent”) for the lenders party to the Credit Agreement referred to below.
TERM NOTETerm Note • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
LEV PHARMACEUTICALS, INC., a Delaware corporation, and LEV DEVELOPMENT CORP., a Delaware corporation (each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally promise to pay to the order of Mast Credit Opportunities I Master Fund Limited (“Lender”), at the place and time provided fro in that certain Term Loan Agreement, dated as of November 2, 2007 as such agreement may be amended, modified, renewed or extended from time to time (“Credit Agreement”), by and among the Borrowers, the lenders from time to time party thereto (the “Lenders”), and Mast Capital Management, LLC as administrative agent and collateral agent (the “Agent) or earlier as provided for in the Credit Agreement, the lesser of the principal sum of
