AVAX TECHNOLOGIES, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT Dated as of October 15, 2009Purchase Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
AVAX Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to the Purchaser listed on the signature page hereto (the “Purchaser”), $1,400,000.00 aggregate principal amount of the Company’s 6% Convertible Secured Promissory Note due June 1, 2010 (the “Note”) and a warrant to purchase up to 93,333,333 fully paid and non-assessable shares of common stock, par value $.004 per share, of the Company (the “Common Stock”) for $0.015 per share (the “Warrant”) pursuant to this Convertible Note and Warrant Purchase Agreement (the “Agreement”) and the Intellectual Property Security Agreement between the Company and the Purchaser dated October 15, 2009 (the “IP Security Agreement”). The Note will be convertible into shares of Common Stock or other securities of the Company, as more fully described therein.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated October 15, 2009, is made by AVAX TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (the “Borrower”) and AVAX INTERNATIONAL IP HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (the “IP Sub” and together with the Borrower, “AVAX”) in favor of FIREBIRD GLOBAL MASTER FUND, LTD., a Cayman Islands exempted company (the “Lender”).
PRODUCTION AGREEMENTProduction Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Illinois
This Production Agreement (“Agreement”) is made and entered into as of this 26th day of January, 2007 by and between AVAX Technologies, Inc., a New York corporation with headquarters located at 2000 Hamilton Street Suite 204, Philadelphia, Pennsylvania 19130 (“AVAX”), and Cancer Treatment Centers of America, Inc., an Illinois corporation with headquarters located at 1336 Basswood Road, Schaumburg, Illinois 60173 (“CTCA”).
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Illinois
This Patent Sublicense Agreement (“Sublicense Agreement”) is entered into and made as of April 27, 2009 (“Effective Date”) between AVAX Technologies, Inc. (“AVAX”), a New York corporation having a place of business at 2000 Hamilton Street, Suite 204, Philadelphia, Pennsylvania 19130, and Cancer Treatment Centers of America, Inc. (“CTCA”), an Illinois corporation having a place of business at 1336 Basswood Road, Schaumburg, Illinois 60173.
FORM OF AMENDMENT NO. 3 TO andNote and Warrant Purchase Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 3 to Convertible Note and Warrant Purchase Agreement and Convertible Promissory Note (this “Amendment”) is entered into effective as of October 15, 2009, by and between AVAX Technologies, Inc., a Delaware corporation (the “Company”), and each of the purchasers (the “Purchasers”) of the Company’s 6% Convertible Notes due March 31, 2009 (the “Notes”) issued pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008, by and between the Company and the Purchasers, as amended by that certain Amendment to Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008, and by that certain Amendment No. 2 to Convertible Note and Warrant Purchase Agreement and Convertible Promissory Note, dated as of January 31, 2009 (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 15, 2009, is between Cancer Treatment Centers of America, Inc., an Illinois corporation (“CTCA”) and Firebird Global Master Fund Ltd., a Cayman Islands exempted company (“FIREBIRD”).
AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This AMENDMENT (the “Amendment”) to the Intercreditor Agreement, dates as of October 15, 2009 (the “Agreement”) between Cancer Treatment Centers of America, Inc., an Illinois corporation (“CTCA”) and Firebird Global Master Fund Ltd., a Cayman Islands exempted company (“Firebird”), is made and entered into, effective as of May 31, 2010, and the Agreement is hereby amended as follows:
FORM OF AMENDMENT NO. 2 TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTEAvax Technologies Inc • February 4th, 2011 • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 2 to Convertible Note and Warrant Purchase Agreement and Convertible Promissory Note (this “Amendment”) is entered into effective as of December [ ], 2008, by and between AVAX Technologies, Inc., a Delaware corporation (the “Company”), and each of the purchasers (the “Purchasers”) of the Company’s 6% Convertible Notes Due December 31, 2008 (the “Notes”) issued pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008, by and between the Company and the Purchasers, as amended by that certain Amendment to Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008 (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
ContractAvax Technologies Inc • February 4th, 2011 • Biological products, (no disgnostic substances) • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO THAT CERTAIN CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, DATED OCTOBER 15, 2009, BY AND AMONG AVAX AND THE PURCHASER NAMED THEREIN.
AMENDMENTS TO CERTAIN AVAX AGREEMENTS, NOTES AND WARRANTSNotes and Warrants • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
These Amendments (the “Amendments”) to certain Agreements, Notes and Warrants (collectively, the “Agreements”) are entered into effective as of October 28, 2010, by and between AVAX Technologies, Inc., a Delaware corporation (the “Company”), and Firebird Global Master Fund, Ltd., (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the respective Agreements.
SERVICES, LOAN AND SECURITY AGREEMENTServices, Loan and Security Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Illinois
This Services, Loan and Security Agreement (“Agreement”) is made and entered into as of this 27th day of April, 2009 by and between AVAX Technologies, Inc., a New York corporation with headquarters located at 2000 Hamilton Street Suite 204, Philadelphia, Pennsylvania 19130 (“AVAX”), and Cancer Treatment Centers of America, Inc., an Illinois corporation with headquarters located at 1336 Basswood Road, Schaumburg, Illinois 60173 (“CTCA”).
