ContractSecured Convertible Term Note • March 6th, 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.
December 29, 2005Overadvance Side Letter • March 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
Reference is hereby made to that certain Security Agreement dated as of April 29, 2005 by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (“ABPI”), The Analytica Group, Inc., a Florida corporation (“Analytica”) and such other subsidiaries of ABPI named from time to time in that certain Security Agreement (collectively, the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Reference is made to the letter agreement, dated as of April 29, 2005 between the Company and Laurus (the “First Overadvance Waiver”), pursuant to which Laurus funded an Overadvance (as defined therein) to the Company in the aggregate principal amount of $1,150,676.80 (the “First Overadvance”). The First Overadvance expired as of October 29, 2005 and was required to be repaid on such date to the extent
MASSACHUSETTS BIOTECHNOLOGY RESEARCH PARK FOUR BIOTECH PARK SPACE LEASESpace Lease • March 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS LEASE is made in Worcester, Massachusetts effective on the Date of Lease stated in Article 1 between the Landlord and the Tenant named in Article 1. In consideration of the Rent payable by Tenant and of the agreements to be performed and observed by Tenant, Landlord hereby leases the Premises to Tenant, and Tenant hereby takes the Premises from Landlord, subject to the provisions and for the term stated below:
