EXHIBIT 10.75
ADDITIONAL FUNDING AGREEMENT
This Agreement (this "AGREEMENT") is dated as of May 8, 2003, by and
among Viragen, Inc. (the "COMPANY") and Palisades Equity Fund L.P., Crescent
International Ltd. and Alpha Capital AG (collectively referred to as the
"PURCHASERS").
WHEREAS, the Company and the Purchasers are parties to that certain
Securities Purchase Agreement dated as of April 16, 2003 (the "PURCHASE
AGREEMENT");
WHEREAS, defined terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Purchase Agreement; and
WHEREAS, subject to the terms and conditions set forth in this
Agreement and the Purchase Agreement, the Company desires to issue and sell to
each Purchaser, and each Purchaser, severally and not jointly, desires to
purchase from the Company, up to, but not to exceed, in the aggregate, an
additional $990,549 principal amount of Debentures and Warrants to purchase up
to, in the aggregate, 8,254,575 shares of Common Stock, as more fully described
in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers hereto
agree as follows:
1. INVESTMENT. Within two (2) Trading Days from the date hereof, each
Purchaser shall deliver to the Company via wire transfer the amount set forth on
the signature pages hereto and labeled as the subscription amount, and the
Company shall deliver to such Purchaser Debentures with a principal amount equal
to the amount ,set forth on the signature pages hereto and labeled as the
principal amount otherwise in accordance with Section 2.2(a)(i) of the Purchase
Agreement, and Warrants in accordance with Section 2.3(a)(ii) of the Purchase
Agreement, except that for purposes of calculating the number of Warrants, the
average of the 5 Closing Bid Prices prior to the Closing of the Purchase
Agreement on April 23, 2003, $0.06, shall be used to determine the number of
Warrant Shares issuable pursuant to the Warrants.
2. DOCUMENTS. The rights and obligations of the Purchasers and of the
Company with respect to the Debentures, the Warrants and the shares of Common
Stock issuable thereunder (the "UNDERLYING SHARES") shall be identical in all
respects to the rights and obligations of the Purchasers and of the Company with
respect to the Debentures, the Warrants and the Underlying Shares issued
pursuant to the Purchase Agreement. For purposes of determining any rights or
obligations of either party, the April 23, 2003 shall be deemed the Closing Date
of this transaction. Any rights of a Purchaser or covenants of the Company which
are dependant on a Purchaser holding securities of the Company or which are
determined in magnitude by such Purchaser's purchase of securities pursuant to
the Purchase Agreement shall be deemed to include any securities purchased or
issuable hereunder. The Purchase Agreement is hereby amended to the extent that
the term "Debentures" includes the Debentures issued hereunder, "Warrants"
includes the warrants issued hereunder and "Underlying Shares" includes the
Underlying Shares. Additionally, the Registration Rights Agreement is hereby
amended to the extent that the term "Registrable Securities" includes in the
calculation thereof the Underlying Shares and "Warrants" includes the warrants
issued hereunder.
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3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth
under the corresponding section of the disclosure schedules attached to the
Purchase Agreement, if any, all representations and warranties of the Company
contained in Section 3.1 of the Purchase Agreement were true and correct as of
April 18, 2003, and remain true and correct as of the date hereof, as though
made at and as of the date hereof. The Company has performed all of the
covenants of the Company contained in the Purchase Agreement to be performed by
the Company through the date hereof. The Company shall, by the business day
following the date of this Agreement, issue a press release reasonably
acceptable to the Purchasers disclosing all material terms of the transactions
contemplated hereby otherwise in compliance with Section 4.8 of the Purchase
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser
hereby represents and warrants to the Company, severally and not jointly, that
its representations and warranties listed in Section 3.2 of the Purchase
Agreement are true and correct with respect to such Purchaser as of the date
hereof.
5. INCORPORATION BY REFERENCE. Except as set forth in this Agreement,
each of the Purchase Agreement and the Registration Rights Agreement (with all
exhibits attached thereto) are hereby incorporated by reference and made a part
hereof. Execution of the signature page to this Agreement shall constitute the
execution of each of the Purchase Agreement and the Registration Rights
Agreement, and each Purchaser shall be bound to their terms and conditions as
set forth in this Agreement. Except as specifically amended by the terms of this
Agreement, the Purchase Agreement and all exhibits attached thereto shall remain
unmodified and in full force and effect, and shall not be in any way changed,
modified or superseded by the terms set forth herein.
6. CONSENT TO AGREEMENT. To the extent required pursuant to Section 4.7
of the Purchase Agreement, each Purchaser for itself, consents to the issuance
of the Common Stock and Warrants pursuant to this Agreement.
7. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
8. AMENDMENT AND WAIVER. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated, except by a written instrument
signed by all the parties hereto.
9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all
parties need not sign the same counterpart. Execution of this amendment may be
made by delivery by facsimile.
10. NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.
VIRAGEN, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Exec. Vice President and CFO
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOR PURCHASERS FOLLOWS]
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[PURCHASER FUNDING SIGNATURE PAGE]
PALISADES EQUITY FUND L.P.
By: /s/ XXXX X. XXXXXXX, XX.
-----------------------------------
Name: /s/ Xxxx X. Xxxxxxx, Xx.
Title: General Partner
Subscription Amount: $340,549
Principal Amount: $300,000
Warrant Shares: 2,837,908
CRESCENT INTERNATIONAL LTD.
By: /s/ MAXI BREZZI
-----------------------------------
Name: Maxi Brezzi
Title: Authorized Signatory
Subscription Amount: $300,000
Principal Amount: $264,000
Warrant Shares: 2,500,000
ALPHA CAPITAL AG
By: XXXXXX XXXXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
Subscription Amount: $350,000
Principal Amount: $350,000
Warrant Shares: 2,916,667
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