EXHIBIT 10.6 ------------ THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. SUCH WARRANT AND SHARES MAY NOT...Warrant Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
PLEDGE AGREEMENT ----------------Pledge Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
EXHIBIT 10.8 ------------ THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. SUCH WARRANT AND SHARES MAY NOT...Common Stock Purchase Warrant • April 15th, 2002 • Sb Merger Corp • Blank checks • Delaware
EXHIBIT 10.36 ------------- ASSIGNMENT AND ASSUMPTION AGREEMENT DynaGen, Inc., a Delaware Corporation with an address of 200 Highland Avenue, Suite 301, Needham, MA 02494 ("DynaGen"), Able Laboratories, Inc., a Delaware corporation with an address of...Assignment and Assumption Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
EXHIBIT 10.17 ------------- SUBSCRIPTION AGREEMENT ---------------------- RXBAZAAR.COM, INC. RxBazaar.com, Inc. 200 Highland Avenue, Suite 301 Needham, MA 02494 Ladies and Gentlemen: 1. PURCHASE. Subject to the terms and conditions hereof, the...Subscription Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
EXHIBIT 10.28 ------------- NORTH X NORTHWEST OFFICE AND TECHNOLOGY CENTER FOREST PARK, OHIO LEASE AGREEMENT STATE OF OHIO COUNTY OF HAMILTON THIS LEASE, is made and entered into this 25th day of April, 2001, by and between SCOTT F. ORTON and JOHN H....Lease Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Ohio
EXHIBIT 10.1 ------------ AGREEMENT AND PLAN OF MERGERMerger Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Delaware
RECITALS: ---------Pledge and Security Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
ARTICLE II REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
RECITALS:Loan Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Tennessee
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
RECITALS: ---------Security Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Tennessee
EXHIBIT 10.9 ------------ THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. SUCH WARRANT AND SHARES MAY NOT...Warrant Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Delaware
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
EXHIBIT 10.16 ------------- SECURITIES PURCHASE AGREEMENT ----------------------------- RXBAZAAR.COM, INC. RxBazaar.com, Inc. 11895 Kemper Springs Drive Cincinnati, Ohio 45240 Ladies and Gentlemen: 1. Purchase. Subject to the terms and conditions...Securities Purchase Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
EXHIBIT 10.13 ------------- STOCK PURCHASE AGREEMENT ------------------------ RXBAZAAR.COM, INC. RxBazaar.com, Inc. 1000 Winter Street Suite 2700 Waltham, MA 02451 Ladies and Gentlemen: 1. Purchase. Subject to the terms and conditions hereof, the...Stock Purchase Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
EXHIBIT 10.37 ------------- GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of February 15, 2001, among DynaGen, Inc., a Delaware corporation (the "Company"), RxBazaar.com, Inc., a Delaware corporation...Guaranty and Pledge Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
WITNESSETH:Employment Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
WITNESSETH:Employment Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
GUARANTY --------Guaranty • April 15th, 2002 • Sb Merger Corp • Blank checks
This agreement shall operate as a continuing, unconditional and absolute guaranty (this "Guaranty") of the due and punctual payment of the Obligations, and not of their collectibility only. If the Obligor defaults in the payment or performance of the obligations, the obligations of the Guarantor under this Guaranty shall become immediately due and payable to CIT, without demand or notice of any kind, all of which are expressly waived. The Guarantor waives any right that the Guarantor may have to require CIT first to proceed against the Obligor or against any other guarantor or any other person. The Guarantor also waives any right that the Guarantor may have to require CIT to realize on any security held by CIT before proceeding against the Guarantor for the enforcement of this Guaranty. The Guarantor subordinates any right that the Guarantor may have against the Obligor arising as a result of payment or other performance by the Guarantor under this Guaranty, whether arising by way of a
EXHIBIT 10.27 ------------- COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into as of the date set forth below between SPC PROPERTIES LIMITED, and Ohio limited liability company, hereafter referred to as "Lessor" and SUPERIOR...Commercial Lease Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Ohio
EXHIBIT 10.3 ------------ THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS...Secured Promissory Note • April 15th, 2002 • Sb Merger Corp • Blank checks • Tennessee
THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS BEEN ACKNOWLEDGED BY MAKER AND BY SUPERIOR PHARMACEUTICAL COMPANY.
EXHIBIT 10.2 ------------ THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS...Secured Promissory Note • April 15th, 2002 • Sb Merger Corp • Blank checks • Tennessee
THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS BEEN ACKNOWLEDGED BY MAKER AND BY SUPERIOR PHARMACEUTICAL COMPANY.
EXHIBIT 10.24 ------------- EMPLOYEE INVENTION, TRADE SECRET AND NON-DISCLOSURE AGREEMENT In consideration of my employment or continued employment, and of the compensation to be paid to me therefor, by RxBazaar.com, Inc., a Delaware corporation (the...Employee Invention, Trade Secret and Non-Disclosure Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Ohio
WITNESSETH ----------Liquidation Assistance Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
EXHIBIT 2.1 ----------- MERGER AGREEMENT AND PLAN OF REORGANIZATION February 1, 2002Merger Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Delaware
PREAMBLEFirst Refusal Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
EXHIBIT 10.29 ------------- FINANCING AND SECURITY AGREEMENT --------------------------------Financing and Security Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
EXHIBIT 10.4 ------------ REVOLVING LOAN PROMISSORY NOTE ------------------------------Revolving Loan Promissory Note • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
FOR VALUE RECEIVED, the undersigned, SUPERIOR PHARMACEUTICAL COMPANY, an Ohio corporation (the "Company"), promise to pay to the order of THE CIT GROUP/BUSINESS CREDIT, INC. (herein "Lender") the Lender under a certain Financing and Security Agreement of even date herewith among Lender, the Company and RxBazaar.com, Inc., a Delaware corporation (herein the "Financing Agreement") at Lender's office located at 84 State Street, Boston, Massachusetts 02109, in lawful money of the United States of America and in immediately available funds, the principal amount of Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00), or such other principal amount advanced pursuant to Section 3, Paragraph 1 of the Financing Agreement. The balance of such Revolving Loans will fluctuate as a result of the daily application of the proceeds of collections of the Accounts and the making of additional Revolving Loans as described in Section 3. The Revolving Loans may be borrowed, repaid and re
