RECITALSPledge Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Ohio
EXHIBIT 99.3 ------------ AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amended and Restated Loan and Security Agreement (the "Agreement") is entered into at Cincinnati, Ohio, by and between The Huntington National Bank (hereinafter referred...Loan and Security Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Ohio
EXHIBIT 4.15 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 16, 1997 by and among DYNAGEN, INC., a Delaware corporation, with headquarters located at 99 Erie Street, Cambridge, Massachusetts 02139 (the...Registration Rights Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 4.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 17, 1997 by and among DYNAGEN, INC., a Delaware corporation, with headquarters located at 99 Erie Street, Cambridge, Massachusetts 02139 (the...Registration Rights Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 4.14 SECURITIES PURCHASE AGREEMENT ----------------------------- This Securities Purchase Agreement (the "AGREEMENT"), dated as of June 16, 1997, is entered into by and between the parties listed on Schedule I hereto (individually, a...Securities Purchase Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 4.18 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "AGREEMENT"), dated as of June 17, 1997, is entered into by and between JULIUS BAER SECURITIES INC. acting in its capacity as agent for certain non-U.S. persons (such...Securities Purchase Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 4.10 PLEDGE AND SECURITY AGREEMENT (Borrower) THIS PLEDGE AND SECURITY AGREEMENT ("Agreement"), dated June 18, 1997, by and between DynaGen, Inc., a Delaware corporation ("Borrower") and Sirrom Capital Corporation, a Tennessee corporation,...Pledge and Security Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances
ARTICLE 2 REPRESENTATIONS AND WARRANTIESLoan Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Tennessee
THIS AGREEMENT IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE PARTIES HERETO, CO-LENDER, THE HUNTINGTON NATIONAL BANK AND SUPERIOR PHARMACEUTICAL COMPANY. SECURITY AGREEMENT (Borrower) THIS...Security Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Tennessee
EXHIBIT 4.6 THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG MAKER, THE HUNTINGTON NATIONAL BANK, PAYEE, ODYSSEY INVESTMENT PARTNERS, L.P. AND SUPERIOR PHARMACEUTICAL COMPANY SECURED...Secured Promissory Note • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Tennessee
THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG MAKER, THE HUNTINGTON NATIONAL BANK, PAYEE, ODYSSEY INVESTMENT PARTNERS, L.P. AND SUPERIOR PHARMACEUTICAL COMPANY
EXHIBIT 4.11 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH...Subordinated Note • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH ACT AND STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE DEBTOR THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 4.20 STOCK PURCHASE WARRANT This Warrant is issued this 18th day of June, 1997, by SUPERIOR PHARMACEUTICAL COMPANY, an Ohio corporation (the "Company"), to SIRROM CAPITAL CORPORATION, a Tennessee corporation (SIRROM CAPITAL CORPORATION and any...Stock Purchase Warrant • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Tennessee
EXHIBIT 4.9 STOCK PURCHASE WARRANT This Warrant is issued this 18th day of June, 1997, by DYNAGEN, INC., a Delaware corporation (the "Company"), to ODYSSEY INVESTMENT PARTNERS, L.P., a Pennsylvania limited partnership (ODYSSEY INVESTMENT PARTNERS,...Stock Purchase Warrant • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Tennessee
GUARANTOR DEBTOR: DYNAGEN, INC. SUPERIOR PHARMACEUTICAL COMPANY 99 ERIE STREET 1385 KEMPER MEADOW ROAD CAMBRIDGE, MASSACHUSETTS 02139 CINCINNATI, OHIO 45240 - -------------------------------------------------------------------------------Continuing Guaranty • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Ohio
For the purpose of inducing The Huntington National Bank (hereinafter referred to as "Bank") to lend money or advance credit to, or renew, extend or forbear from demanding immediate payment of the Obligations of SUPERIOR PHARMACEUTICAL COMPANY (hereinafter referred to as "Debtor"), the undersigned (hereinafter referred to as "Guarantors" whether one or more), jointly and severally if more than one (which joint and several liability shall exist regardless of whether additional Guarantors have evidenced or may in the future evidence their undertaking by executing this Guaranty, by co-signing one or more promissory notes or other instruments of indebtedness, by executing one or more separate agreements of guaranty of any or all of the Obligations referred to herein, or otherwise), hereby unconditionally guarantee the prompt and full payment to Bank when due, whether by acceleration or otherwise, of all Obligations of any kind for which Debtor is now or may hereafter become liable to Bank
EXHIBIT 4.12 BRIDGE FINANCING PURCHASE AGREEMENT BRIDGE FINANCING PURCHASE AGREEMENT, made as of June 16, 1997, by and between Coutts & Co. AG, a Swiss corporation, acting as agent for certain non-U.S. persons, with a principal place of business at...Bridge Financing Purchase Agreement • July 3rd, 1997 • Dynagen Inc • In vitro & in vivo diagnostic substances • Massachusetts
