REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
INNOVATIVE COMPANIES, INC. a corporation organized under the laws of the State of Florida, hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business February 10, 2011 (the “Expiration Date”), up to 150,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.01 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.
INNOVATIVE COMPANIES, INC. SECURITIES PURCHASE AGREEMENT January , 2004Securities Purchase Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January , 2004, by and between INNOVATIVE COMPANIES, INC., a Minnesota corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
ContractSecured Convertible Term Note • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVATIVE COMPANIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”) dated as of January 30, 2004, between Laurus Master Fund, Ltd. (“Pledgee”), and Innovative Companies, Inc. (“Pledgor”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, and in consideration of note and securities purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Innovative Companies, Inc. and Innovative Companies Inc. Subsidiary ( collectively, “Debtor”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligat
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
This Pledge and Security Agreement (this “Agreement”) dated as of February 10, 2004 between Laurus Master Fund, Ltd. (“Pledgee”) and Belcher Capital Corporation , a Delaware corporation (“Pledgor”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
This Agreement is dated as of the 10th day of February, 2004 among Innovative Companies, Inc., a Florida corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Dechert LLP (the “Escrow Agent”). The Company and Belcher Capital Corporation (“the Subsidiary”) are collectively referred to herein as the “Borrower”).
INNOVATIVE COMPANIES, INC. SECURITIES PURCHASE AGREEMENT February 10, 2004Securities Purchase Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2004, by and among Innovative Companies, Inc., a Florida corporation (the “Company”), Innovative Companies, Inc. Subsidiary (the Company’s wholly owned subsidiary)(“Subsidiary”) and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
LAURUS MASTER FUND, LTD. New York, New York 10022 February 10, 2004Securities Purchase Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations
Reference is made to that certain Securities Purchase Agreement dated as of February 10, 2004 by and among Innovative Companies, Inc. (“Parent”), Innovative Companies, Inc. Subsidiary (“Subsidiary”) and Laurus Master Fund, Ltd. (“Purchaser”) (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement. Pursuant to the Section 9.4 of the Purchase Agreement, Subsidiary is required to place $4,799,750 in a restricted account (the “Restricted Account”) at a bank reasonably acceptable to the Purchaser, maintain such amount in the restricted account for as long as the Purchaser shall hold any Preferred Shares and to pledge the restricted account to Purchaser as security for the performance of the Parent’s obligations to Purchaser.
INNOVATIVE COMPANIES, INC. SECURITY AGREEMENTSecurity Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
SUBSIDIARY SECURITY AGREEMENT January 30, 2004Subsidiary Security Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
ContractWarrant Agreement • February 13th, 2004 • Innovative Companies Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVATIVE COMPANIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
