SUBSIDIARY GUARANTEE
Exhibit 10.5
THIS SUBSIDIARY GUARANTEE, dated as of February 21, 2008 (this “Guarantee”), is by and among each of the undersigned subsidiaries (together with any other entity that may become an additional guarantor hereunder, the “Guarantors”) of Integrated BioPharma, Inc., a Delaware corporation (the “Company”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of Imperium Master Fund, Ltd. (“Imperium” and collectively with their permitted successors and assigns, the “Holders”) of the 8% Senior Secured Note (as amended, restated, supplemented or otherwise modified from time to time, the “Note”) issued as of the date hereof, pursuant to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and between the Company and Imperium. Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Securities Purchase Agreement. The Holders and the Collateral Agent are sometimes collectively referred to herein as the “Secured Parties”.
W I T N E S S E T H:
WHEREAS, it is a condition to the obligation of Imperium to enter into the transactions contemplated by the Securities Purchase Agreement that the Guarantors execute and deliver to the Collateral Agent for the benefit of the Holders this Guarantee; and
WHEREAS, each Guarantor, as a Subsidiary of the Company, will directly or indirectly
benefit from the extension of credit to the Company represented by the issuance of the Note and the other
transactions contemplated by the Transaction Documents.
NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. GUARANTEE.
1.1
Guarantee of Obligations.
(a) Each
Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to each Secured Party and its
lawful successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the
Company and each other Guarantor when due (whether at the stated maturity, by acceleration or otherwise) of all
obligations and undertakings of the Company and the Guarantors of whatever nature, monetary or otherwise, under this
Guarantee and the Note, and the Company’s obligations to pay the Registration Default Payment Amount (as
defined in the Registration Rights Agreement) if, as and when required under Section 2(c) of the Registration Rights
Agreement, together with all reasonable attorneys’ fees, disbursements and all other costs and expenses of
collection incurred by Holders or the Collateral Agent in enforcing any of such obligations and/or this Guarantee
(collectively, the “Obligations”).
This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor
under this Guarantee shall have been satisfied by payment and performance in full. Each Guarantor shall be
regarded, and shall be in the same position, as principal debtor with respect to the Obligations.
(b) Anything
herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor
hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by
such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors,
fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the
right of contribution established in Section
1.3 of this Guarantee).
1.2 Guarantee
Absolute and Unconditional. Each Guarantor
understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee
of payment and performance without regard to (a) the validity or enforceability of any of the Transaction Documents,
any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Secured Parties, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance or fraud or misconduct by the Secured Parties) which may at any time
be available to or be asserted by the Company or any other Person against the Secured Parties, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes,
or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such
Guarantor under this Guarantee, in bankruptcy or in any other instance.
1.3 Right
of Contribution. Each Guarantor hereby
agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made
hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor
hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution
shall be subject to the terms and conditions of Section
1.4 of this Guarantee. The provisions of
this Section 1.3
shall in no respect limit the obligations and
liabilities of any Guarantor to the Secured Parties, and each Guarantor shall remain liable to the Secured Parties
for the full amount guaranteed by such Guarantor hereunder.
1.4 No
Subrogation. Notwithstanding any payment
made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Secured Parties, no
Guarantor shall be entitled to be subrogated to any of the rights of the Secured Parties against the Company or any
other Guarantor or any collateral security or guarantee or right of offset held by the Secured Parties for the
payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement
from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts
owing to the Secured Parties by the Company and the Guarantors on account of the Obligations are paid in full. If
any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the benefit
of the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Collateral Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Secured Parties may determine.
1.5 Modification
of Guaranteed Obligations. Each Guarantor
shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and
without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the
Secured Parties may be rescinded by the Secured Parties and any of the Obligations continued, and the Obligations,
or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, and the Transaction
Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Parties may deem
advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the
Secured Parties for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The
Secured Parties shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as
security for the Obligations or for this Guarantee or any property subject thereto.
1.6 Waiver. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Secured Parties upon the guarantees contained in this Section 1 or acceptance of the guarantees contained in this Section 1. The Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees contained in this Section 1. All dealings between the Company and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this Section 1. Each Guarantor waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Obligations.
1.7 Enforcement
of Guarantee.
(a) When
making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Collateral Agent, acting on behalf of each Holder, may, but shall be under no obligation to, make a similar demand
on or otherwise pursue such rights and remedies as the Collateral Agent, acting on behalf of the Holders, may have
against the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, acting on behalf
of the Holders, to make any such demand, to pursue such other rights or remedies or to collect any payments from the
Company, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person or any
such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Secured Parties against any Guarantor. For the purposes hereof, “demand”
shall include the commencement and continuance of any legal proceedings.
(b) Expenses;
Indemnification.
(i) Each
Guarantor agrees to pay, or reimburse the Collateral Agent, acting on behalf of the Holders, all of the Collateral
Agent’s costs and expenses incurred in collecting against such Guarantor under this Guarantee or otherwise
enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor
is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Collateral Agent.
(ii)
Each Guarantor agrees to pay, and to save the Secured Parties harmless from, any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the enforcement, performance and administration of
this Guarantee.
(iii) Notwithstanding anything to the contrary in this
Agreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the
Guarantors is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall
only be liable for making the Secured Parties whole on a monetary basis for the Company’s failure to perform
such Obligations in accordance with the Transaction Documents.
1.8 Right
to Set-Off. Each Guarantor hereby
irrevocably authorizes the Collateral Agent, acting on behalf of the Holders, at any time and from time to time
while an Event of Default (as defined in the Note) under any of the Transaction Documents shall have occurred and be
continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each
Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by a Secured Party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Collateral Agent may elect, against and on account of the obligations and liabilities of such Guarantor to the Secured Parties hereunder in any currency arising hereunder or under the Security Agreement as the Collateral Agent may elect, whether or not a Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Collateral Agent shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Secured Party under this Section 1.8 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent, acting on behalf of the Holders, may have.
1.9 Payments.
In addition to the terms of the guaranty set forth in Section
1.1, and in no manner imposing any
limitation on such terms, it is expressly understood and agreed that, if, at any time, any of the Obligations are
declared to be immediately due and payable by a Guarantor, then the Guarantors shall, upon ten (10) Business Days’
notice, pay to the Collateral Agent, acting on behalf of the Holders, the entire amount of such Obligations as has
been declared due and payable to the Secured Parties. Payment by the Guarantors shall be made to the Collateral
Agent in immediately available Federal funds to an account designated by the Collateral Agent or at the address set
forth herein for the giving of notice to the Collateral Agent or at any other address that may be specified in
writing from time to time by the Collateral Agent, and shall be credited and applied to the Obligations.
1.10 Release.
Subject to Section 2,
each Guarantor will be released from all liability hereunder concurrently with the repayment and performance in full
of the Obligations. No payment made by the Company, any of the Guarantors, any other guarantor or any other Person
or received or collected by the Holders or the Collateral Agent from the Company, any of the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application
at any time or from time to time in reduction of or in payment of the Obligations (other than any payment made by
such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of
the Obligations) shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment , remain liable for the Obligations up to the maximum
liability of such Guarantor hereunder until the Obligations are paid and performed in full.
2. REINSTATEMENT.
The guarantees contained in Section 1 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Holders or the Collateral Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.
3. REPRESENTATIONS
AND WARRANTIES.
Each Guarantor hereby represents and warrants to the Secured Parties as of the date hereof as follows:
3.1 Organization
and Qualification. Each Guarantor is duly
organized, validly existing and in good standing under the laws of its formation, with the requisite power and
authority to own and use its properties and assets and to carry on its business as currently conducted. Each
Guarantor is duly qualified to do business and is in good standing as a foreign corporation or limited liability
company in each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of this
Guarantee in any material respect, (y) have a material adverse effect on the results of operations, assets,
prospects, or financial condition of the Guarantor or (z) adversely impair in any material respect the Guarantor’s
ability to perform fully on a timely basis its obligations under this Guarantee (a “Material
Adverse Effect”).
3.2
Authorization;
Enforcement. Each Guarantor has the
requisite corporate or other power and authority to enter into and to consummate the transactions contemplated by
this Guarantee, and otherwise to carry out its obligations hereunder. The execution and delivery of this Guarantee
by each Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by
all requisite corporate action on the part of the Guarantor, and no further consent or authorization of the
Guarantor, its board of directors (or Persons performing similar functions), shareholders or members, or to its
knowledge, any governmental authority or organization, or any other person or entity is required in connection
therewith. This Guarantee has been duly executed and delivered by each Guarantor and constitutes the valid and
binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other
equitable principles of general application.
3.3 No
Conflicts. The execution, delivery and
performance of this Guarantee by each Guarantor and the consummation by each Guarantor of the transactions
contemplated thereby do not and will not (i) conflict with or violate any provision of its certificate of
incorporation, by-laws or any other governing document or (ii) conflict with, constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such
Guarantor is a party or by which it or any of its asset or properties are bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which such Guarantor is subject (including Federal and state securities laws and
regulations), or by which any of its properties or assets are bound or affected. The business of each Guarantor is
not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for
violations which, individually or in the aggregate, do not have a Material Adverse Effect.
3.4 Securities
Purchase Agreement. The representations and
warranties of the Company set forth in the Securities Purchase Agreement as they relate to each Guarantor, each of
which is hereby incorporated herein by reference, are true and correct as of the date hereof, and the Secured
Parties shall be entitled to rely on each of them as if they were fully set forth herein, provided,
that each reference in each such representation and warranty to the Company’s knowledge shall, for the purposes
of this Section 3.4,
be deemed to be a reference to such Guarantor’s knowledge.
3.5 Independence
of Parties. The Secured Parties have no
fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guarantee or any of
the other Transaction Documents; the relationship between the Guarantors, on the one hand, and the Secured Parties,
on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and no joint venture
is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Guarantors and the Secured Parties.
3.6 Counsel.
Each Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the
other Transaction Documents to which it is a party.
4. COVENANTS.
4.1 Further
Assurances. Each Guarantor covenants and
agrees with the Collateral Agent, on behalf of each Holder, that, from and after the date of this Guarantee until
the Obligations shall have been paid in full, such Guarantor shall (i) take, and/or shall refrain from taking, as
the case may be, such commercially reasonable action that is necessary to be taken or not taken, as the case may be,
so that no Event of Default (as defined in the Note) is caused by the failure to take such action or to refrain from
taking such action by such Guarantor and (ii) execute and deliver to the Collateral Agent, from time to time, any
additional instruments or documents which are reasonably necessary to cause this Guarantee to be, become or remain
valid and effective in accordance with its terms.
4.2 Additional
Guarantors. If the Company or a Guarantor
creates or acquires any new Subsidiary, then the Company or such Guarantor shall cause such new Subsidiary to become
party to this Guarantee for all purposes of this Guarantee by executing and delivering an Assumption Agreement in
the form of Annex A
hereto.
5. MISCELLANEOUS.
5.1 Severability.
In the event that any provision of this Guarantee becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Guarantee shall continue in full force and effect without said provision; provided
that in such case the parties shall negotiate in good
faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such
new provision does not materially change the economic benefits of this Guarantee to the parties.
5.2 Successors
and Assigns. The terms and conditions of this Guarantee shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties. Nothing in this Guarantee, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this Guarantee, except as expressly provided
in this Guarantee. A Holder may assign its rights hereunder in connection with any valid private sale or transfer
of the Note in accordance with the terms thereof and of the other Transaction Documents, as long as, as a condition
precedent to such transfer, the transferee executes an acknowledgement agreeing to be bound by the applicable
provisions of this Guarantee, in which case the term “Holder” shall be deemed to refer to such transferee
as though such transferee were an original party hereto. No Guarantor may assign its rights or obligations under
this Guarantee.
5.3 Injunctive
Relief. Each Guarantor acknowledges and agrees that a breach by it of its obligations hereunder will cause
irreparable harm to each Secured Party and that the remedy or remedies at law for any such breach will be inadequate
and agrees, in the event of any such breach, in addition to all other available remedies, the Collateral Agent,
acting on behalf of the Holders, shall be entitled to an injunction restraining any breach and requiring immediate
and specific performance of such obligations without the necessity of showing economic loss or the posting of any
bond.
5.4 Governing Law; Jurisdiction. This Guarantee shall be
governed by and construed under the laws of the State of New York applicable to contracts made and to be performed
entirely within the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City and County of New York for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
in effect for notices to it under this Guarantee and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.
5.5 Counterparts.
This Guarantee may be executed in any number of counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. Any executed signature page
delivered by facsimile or e-mail transmission shall be binding to the same extent as an original executed signature
page, with regard to any agreement subject to the terms hereof or any amendment thereto.
5.6 Headings.
The headings used in this Guarantee are used for convenience only and are not to be considered in construing or
interpreting this Guarantee.
5.7 Notices.
Any notice, demand or request required or permitted to be given by a Guarantor, the Collateral Agent or a Holder
pursuant to the terms of this Guarantee shall be in writing and shall be deemed delivered (i) when delivered
personally or by verifiable facsimile transmission, unless such delivery is made on a day that is not a Business
Day, in which case such delivery will be deemed to be made on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to an overnight courier and (iii) on the Business Day actually received if
deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed as
follows:
If
to a Guarantor:
c/o
Integrated BioPharma, Inc.
000 Xxxx Xxxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attn: Chief Executive Officer
Tel:
(000) 000-0000
Fax: (000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxxxxxx
Xxxxxxx, LLP
000 Xxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxx
Tel:
(000) 000-0000
Fax: (000) 000-0000
If to the Collateral Agent:
Imperium Advisers, LLC
000 Xxxx 00xx
Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx, Esq.
Tel:
(000) 000-0000
Fax: (000) 000-0000
and if to any
Holder, to such address for such party as shall appear on the signature page of the Securities Purchase Agreement
executed by such party, or, as to any Guarantor, the Collateral Agent or any Holder, as shall be designated by such
party in writing to the other parties hereto in accordance with this Section 5.7.
5.8 Entire Agreement; Amendments. This Guarantee and the other Transaction Documents constitute the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. No (i) amendment to this Guarantee or (ii) waiver of any agreement or other obligation of the Guarantors under this Guarantee may be made or given except pursuant to a written instrument executed by the Guarantors, the Collateral Agent and the Holders holding a majority of the outstanding principal of the Note. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed and delivered as of the date first
above written.
InB:MANHATTAN Drug Company, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
Scientific Sports Nutrition, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
Vitamin Factory, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
AgroLabs, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
The Organic Beverage Company, INC., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.
IHT Health Products, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
IHT Properties, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
InB:Paxis Pharmaceuticals, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
|
InB:Xxxxxx Pharmaceutical Services, Inc., AS GUARANTOR |
|
By: /s/ E. Xxxxxx Xxx |
|
E. Xxxxxx Xxx |
|
Title: Chief Executive Officer |
Acknowledged and Agreed
:
INTEGRATED BIOPHARMA, INC.
By: /s/ E. Xxxxxx Xxx
E.
Xxxxxx Xxx
Chief Executive Officer
IN WITNESS WHEREOF,
the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.
IMPERIUM ADVISERS, LLC, AS COLLATERAL AGENT
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, Esq.
General Counsel
IMPERIUM MASTER FUND, LTD., AS HOLDER
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, Esq.
General Counsel
