ContractNote • June 13th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Delaware
THIS HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AURIGA LABORATORIES, INC. SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTSenior Secured Convertible Promissory Note Purchase Agreement • June 13th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Delaware
This Senior Secured Convertible Promissory Note Purchase Agreement (the “Agreement”) is made as of the 9th day of June, 2008, by and between Auriga Laboratories, Inc., a Delaware corporation (the “Company”), and Prospector Capital Partners II, LLC, a Delaware limited liability company (the “Purchaser”).
ROYALTY PARTICIPATION AGREEMENTRoyalty Participation Agreement • June 13th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Texas
This Royalty Participation Agreement (the “Royalty Agreement”) is entered into by and between Auriga Laboratories, Inc., a Delaware corporation, located at 5284 Adolfo Road Camarillo, California 93012, and each of its subsidiaries (collectively, the “Company”) and Prospector Capital Partners II, LLC, a Delaware limited liability company, located at 3112 Windsor Road, Suite A-137, Austin, Texas 78703 (the “Investor”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • June 13th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO SECURITY AGREEMENT (“Amendment”) is made as of June 9, 2008, by and among Auriga Laboratories, Inc., a Delaware corporation (the “Company”), and the parties listed on the signature page hereto as “Secured Parties”.
