ContractWarrant Agreement • February 14th, 2006 • Accentia Biopharmaceuticals 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 ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. ACCENTIA BIOPHARMACEUTICALS, INC. and EACH ELIGIBLE SUBSIDIARY SET FORTH ON EXHIBIT A HERETO Dated: April 29, 2005 Amended and Restated: February 13, 2006Security Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amended and Restated Security Agreement is made as of April 29, 2005 and Amended and Restated as of February 13, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”). This Security Agreement amends and restates in its entirety that certain Security Agreement made by the Companies in favor of Laurus on April 29, 2005 (the “Original Security Agreement”).
SECURITY AGREEMENT OF TEAMM PHARMACEUTICALS, INC.Security Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
The undersigned TEAMM Pharmaceuticals, Inc., a Florida corporation (the ”Debtor”), whose address appears below, and Missouri State Bank and Trust Company, a Missouri banking corporation (“Secured Party”), hereby agree as follows:
ACCENTIA BIOPHARMACEUTICALS, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT (automatic director award)Nonqualified Stock Option Award Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Florida
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 200_, by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and (“Optionee”), with reference to the following facts:
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
THIS STOCK PLEDGE AGREEMENT (the “Agreement”), dated as of the day of December, 2005, by THE FRANCIS E. O’DONNELL, JR. IRREVOCABLE TRUST NO. 1 DATED MAY 25, 1990 (“Pledgor”), to MISSOURI STATE BANK AND TRUST COMPANY, a Missouri banking corporation (“Secured Party”).
CONTINUING CONTRACT OF GUARANTYContinuing Contract of Guaranty • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
WHEREAS, ACCENTIA PHARMACEUTICALS, INC., a Florida corporation (hereinafter referred to as “Borrower”), is presently indebted or obligated to MISSOURI STATE BANK AND TRUST COMPANY (hereinafter referred to as “Lender”), for a certain revolving credit loan in an amount not to exceed Three Million and No/100 Dollars ($3,000,000.00) (the “Loan”);
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
ACCENTIA BIOPHARMACEUTICALS, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Florida
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 200 , by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and (“Optionee”), with reference to the following facts:
ContractSecured Non-Convertible Revolving Note • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF SUBORDINATION AGREEMENTSubordination Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 13th day of February 2006, by and among the Missouri State Bank and its affiliates (collectively, the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement and the Security Agreement (as applicable) referred to below.
SECOND OMNIBUS AMENDMENT AND WAIVERSecond Omnibus Amendment and Waiver • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Second Omnibus Amendment and Waiver (this “Amendment”), dated as of February 13, 2006, by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”), The Analytica Group, Inc., a Florida corporation (“Analytica” and, together with the Parent, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”), amends that certain (i) Securities Purchase Agreement, dated as of April 29, 2005 (the “Initial Closing Date”), by and between the Parent and the Purchaser (as amended, modified or supplemented, the “Securities Purchase Agreement”); (ii) that certain Registration Rights Agreement, dated as of April 29, 2005, by and between the Parent and the Purchaser (as amended, modified or supplemented, the “Registration Rights Agreement”); (iii) that certain Amended and Restated Secured Convertible Term Note, dated as of April 29, 2005 and amended and restated as of August 16, 2005, by the Parent in favor of Purchaser i
SECURITIES PLEDGE AND SECURITY AGREEMENTSecurities Pledge and Security Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
This Securities Pledge and Security Agreement (the “Agreement”) is made and entered into this day of December, 2005, by and between DENNIS L. RYLL (the Pledgor”) and MISSOURI STATE BANK AND TRUST COMPANY (the “Secured Party”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified and/or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein and (ii) the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.
JOINDER AGREEMENTJoinder Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS JOINDER IN SUBSIDIARY GUARANTY, MASTER SECURITY AGREEMENT AND STOCK PLEDGE AGREEMENT (this “Joinder”) is executed as of February 13, 2006 by TEAMM Pharmaceuticals, Inc., a Florida corporation (“Joining Party”), and delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”). Except as otherwise defined herein, terms used herein and defined in the Purchase Agreement and/or Security Agreement (each as defined below), as applicable, shall be used herein as therein defined.
REVOLVING CREDIT AGREEMENT between MISSOURI STATE BANK AND TRUST COMPANY, as Lender and ACCENTIA BIOPHARMACEUTICALS, INC., as Borrower Dated as of DECEMBER 30, 2005Revolving Credit Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
THIS REVOLVING CREDIT AGREEMENT (the “Agreement”) made and entered into as of this 30th day of December, 2005, by and between Accentia Biopharmaceuticals, Inc. (the “Borrower”), having an address of 324 South Hyde Park Avenue, Suite 350, Tampa, Florida 33606, and Missouri State Bank and Trust Company, a Missouri state banking corporation (“Lender”), having an address of 12452 Olive Street Road, Creve Coeur, Missouri 63141.
ContractSecured Convertible Minimum Borrowing Note • February 14th, 2006 • Accentia Biopharmaceuticals 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 ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
