AMENDMENT NO. 3 TO DISTRIBUTION AND MANUFACTURING SERVICES AGREEMENTDistribution and Manufacturing Services Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 3 to Distribution and Manufacturing Services Agreement (this “Amendment”) is made as of September 24, 2007 (the “Effective Date”) and amends the Distribution and Manufacturing Services Agreement, dated as of January 16, 2004, by and between Lev Development Corp.(formerly known as Lev Pharmaceuticals, Inc.), a Delaware corporation (“LEVPHARMA”), and Sanquin Blood Supply Foundation (“SANQUIN”), a not-for-profit corporation organized under the laws of The Netherlands, as amended by a First and Second Amendment (collectively, the “Original Agreement” and together with this Amendment, the “Agreement”). Capitalized terms used in this Amendment without definition shall have the meanings given them in the Original Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 2, 2007 by and among Lev Pharmaceuticals, Inc., a Delaware corporation (“Lev”), and Lev Development Corp., a Delaware corporation (“Development”), (each a “Grantor”, and collectively, the “Grantors”), and Mast Capital Management, LLC, in its capacity as collateral agent (the “Collateral Agent”) for the lenders party to the Credit Agreement referred to below.
TERM NOTETerm Note • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations
LEV PHARMACEUTICALS, INC., a Delaware corporation, and LEV DEVELOPMENT CORP., a Delaware corporation (each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally promise to pay to the order of Mast Credit Opportunities I Master Fund Limited (“Lender”), at the place and time provided fro in that certain Term Loan Agreement, dated as of November 2, 2007 as such agreement may be amended, modified, renewed or extended from time to time (“Credit Agreement”), by and among the Borrowers, the lenders from time to time party thereto (the “Lenders”), and Mast Capital Management, LLC as administrative agent and collateral agent (the “Agent) or earlier as provided for in the Credit Agreement, the lesser of the principal sum of
Lev Pharmaceuticals, Inc. Warrant for the Purchase of Shares of Common StockWarrant Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Warrant, together with any warrants of like tenor, constituting in the aggregate Warrants to purchase 900,000 Warrant Shares, is being issued in connection with that certain Term Loan Agreement, dated as of November 2, 2007 (as it may be amended or modified from time to time the “Credit Agreement”) by and among the Company, its wholly-owned subsidiary, Lev Development Corp. (collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), and Mast Capital Management, LLC as administrative agent and collateral agent (the “Agent”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 2, 2007, among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several lenders signatory hereto (each such lender is a “Lender” and collectively, the “Lenders”).
TERM LOAN AGREEMENT Dated as of November 2, 2007 among LEV PHARMACEUTICALS, INC. and LEV DEVELOPMENT CORP., as joint and several Borrowers, and The Lenders Party Hereto From Time to Time and MAST CAPITAL MANAGEMENT, LLC, as Administrative Agent and...Term Loan Agreement • November 14th, 2007 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York
