REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2005 • Biodelivery Sciences International 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 (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 25th, 2005 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 22, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
ContractSecured Convertible Term Note • February 25th, 2005 • Biodelivery Sciences International 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 BIODELIVERY SCIENCES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated: February 22, 2005Securities Purchase Agreement • February 25th, 2005 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2005, by and between BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
Control Agreement Regarding Limited Liability Company InterestsControl Agreement Regarding Limited Liability Company Interests • February 25th, 2005 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of February 22, 2005, among BioDelivery Sciences International, Inc., a Delaware corporation (the “Pledgor”), Laurus Master Fund, Ltd. (the “Pledgee”), and Bioral Nutrient Delivery, LLC, a Delaware limited liability company, as the issuer of the Limited Liability Company Interests (as defined below) (the “Issuer”).
BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • February 25th, 2005 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSGrant of Security Interest • February 25th, 2005 • Biodelivery Sciences International Inc • Pharmaceutical preparations
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of February 22, 2005, is executed by BioDelivery Sciences International, Inc. a Delaware corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
ContractWarrant Agreement • February 25th, 2005 • Biodelivery Sciences International 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 BIODELIVERY SCIENCES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
