REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.
ContractWarrant Agreement • April 6th, 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 BIOVEST INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Biovest International, Inc., a Delaware corporation (the “Company”), 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 or make other 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 obligations and liabilities of any and all kinds of the Company to Laurus and
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • April 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
This Restricted Account Agreement (this “Agreement”) is entered into this 31st day of March 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), BIOVEST INTERNATIONAL, INC., a Delaware corporation with offices at 377 Plantation Street, Worcester, MA 01605 (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
ACCENTIA PLEDGE AGREEMENTStock Pledge Agreement • April 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”), dated as of March 31, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company” or the “Pledgor”), and Biovest International, Inc., a Delaware corporation ( the “Issuer”).
