0000950137-04-007889 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 21st, 2004 • Akorn Inc • Pharmaceutical preparations • Louisiana

This STOCK PURCHASE AGREEMENT, dated as of November 15, 1990 (“Agreement”), is entered into by and between the John N. Kapoor Trust dated September 20, 1989 (the “Trust”) and Akorn, Inc., a Louisiana corporation (“Akorn”).

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ALLONGE TO REVOLVING NOTE
Akorn Inc • September 21st, 2004 • Pharmaceutical preparations

THIS ALLONGE TO CONVERTIBLE PROMISSORY NOTE (the “Allonge”) is made and entered into as of the 20th day of December, 2001, by and between Akorn, Inc., a Louisiana corporation (the “Company”), and The John N. Kapoor Trust Dated September 20, 1989, or its administrators, representatives, successors or assigns (“Holder”).

FIRST AMENDMENT TO CONVERTIBLE BRIDGE LOAN AND WARRANT AGREEMENT
Convertible Bridge Loan and Warrant Agreement • September 21st, 2004 • Akorn Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT TO CONVERTIBLE BRIDGE LOAN AND WARRANT AGREEMENT (this “Amendment”) is entered into as of December 20, 2001 by and between Akorn, Inc., a Louisiana corporation (the “Company”), and The John N. Kapoor Trust Dated September 20, 1989 (the “Lender”).

THIRD AMENDMENT TO CONVERTIBLE BRIDGE LOAN AND WARRANT AGREEMENT
Convertible Bridge Loan and Warrant Agreement • September 21st, 2004 • Akorn Inc • Pharmaceutical preparations

THIS THIRD AMENDMENT TO CONVERTIBLE BRIDGE LOAN AND WARRANT AGREEMENT (this “Amendment”) is entered into as of the 31st day of December, 2002 by and between Akorn, Inc., a Louisiana corporation (the “Company”), and the John N. Kapoor Trust dated 9/20/89 (the “Lender”).

ALLONGE TO REVOLVING NOTE
Akorn Inc • September 21st, 2004 • Pharmaceutical preparations

THIS ALLONGE TO CONVERTIBLE PROMISSORY NOTE (the “Allonge”) is made and entered into as of the 20th day of December, 2001, by and between Akorn, Inc., a Louisiana corporation (the “Company”), and The John N. Kapoor Trust Dated September 20, 1989, or its administrators, representatives, successors or assigns (“Holder”).

SECOND AMENDMENT TO CONVERTIBLE BRIDGE LOAN AND WARRANT AGREEMENT
Convertible Bridge Loan and Warrant Agreement • September 21st, 2004 • Akorn Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO CONVERTIBLE BRIDGE LOAN AND WARRANT AGREEMENT (this “Amendment”) is entered into as of the 31st day of August, 2002 by and between Akorn, Inc., a Louisiana corporation (the “Company”), and the John N. Kapoor Trust dated 9/20/89 (the “Lender”).

CONSULTING AGREEMENT
Consulting Agreement • September 21st, 2004 • Akorn Inc • Pharmaceutical preparations • Louisiana

This CONSULTING AGREEMENT, dated as of November 15, 1990, is entered into by and between EJ Financial Enterprises, Inc., a Delaware corporation (“EJ Financial”), and Akorn, Inc., a Louisiana corporation (“Akorn”).

Via Facsimile (847/279-6123) and Certified Mail/Return Receipt Requested Akorn, Inc. 2500 Millbrook Drive Buffalo Grove, Illinois 60089 Attention: President Re: Limited Waiver Ladies and Gentlemen:
Akorn Inc • September 21st, 2004 • Pharmaceutical preparations

Reference is hereby made to that certain Convertible Bridge Loan and Warrant Agreement dated as of July 12, 2001, as amended from time to time (collectively, the “Loan Agreement”), by and between Akorn, Inc., a Louisiana corporation (“Borrower”), and The John N. Kapoor Trust Dated September 20, 1989 (the “Lender”), pursuant to which the Lender made certain loans and other extensions of credit available to Borrower evidenced by (a) that certain Convertible Promissory Note dated as of July 12, 2001, in favor of the Lender in the original principal amount of $3,000,000; and (b) that certain Convertible Promissory Note dated as of July 12, 2001, in favor of the Lender in the original principal amount of $2,000,000. Terms not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

STOCK REGISTRATION RIGHTS AGREEMENT
Stock Registration Rights Agreement • September 21st, 2004 • Akorn Inc • Pharmaceutical preparations • Louisiana

STOCK REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 15, 1990 between Akorn, Inc., a Louisiana corporation (“Akorn”), and the John N. Kapoor Trust dated September 20, 1989 (the “Trust”).

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