GUARANTYGuaranty • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS GUARANTY (this “Guaranty”) is made as of the 25th day of April, 2006 by and among FRANCIS E. O’DONNELL, JR. (“O’Donnell”), KATHLEEN M. O’DONNELL, TRUSTEE OF THE FRANCIS E. O’DONNELL, JR. IRREVOCABLE TRUST (the “O’Donnell Trust”), DENNIS L. RYLL (“Ryll”), RONALD OSMAN (“Osman”), STEVEN J. STOGEL (“Stogel”), DONALD L. FURGERSON (“Furgerson”) and DONALD L. FURGERSON, TRUSTEE OF THE DONALD L. FURGERSON REVOCABLE TRUST (the “Furgerson Trust”) ( O’Donnell, the O’Donnell Trust, Ryll, Osman, Stogel, Furgerson and the Furgerson Trust, whether one or more, hereinafter called “Individual Guarantor” in the singular), BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), ACCENTIA BIOPHARMACEUTICALS, INC. (“Accentia”) (Biovest and the Individual Guarantors, whether one or more, hereinafter called “Guarantor” in the singular) to and for the benefit of U.S. BANCORP COMMUNITY INVESTMENT CORPORATION, a Delaware corporation (“USB”), and with respect to the guaranty set forth in Section 2B
Loan and Security Agreement (Loan to Biovax Investment LLC, for Investment Through Telesis CDE Two, LLC into a portion of Biovest International Inc.’s subsidiary, Biovax, Inc., qualifying as a QALICB under Section 45D of the Internal Revenue Code)Loan and Security Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), made as of April 25, 2006 (the “Effective Date”), by Biovax Investment LLC, a Delaware limited liability company (“Borrower”), having an office at 1101 30th Street, NW, Fourth Floor, Washington, DC 20007, for the benefit of Biolender, LLC, a Delaware limited liability company, its successors and/or assigns (“Lender”), having an office at 324 S. Hyde Park Ave., Suite 350, Tampa, Florida 33606.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Ronald Osman (“Guarantor”) is as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Francis O’Donnell (“Guarantor”) is as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF BIOLENDER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
The undersigned members (the “Members”) hereby, and with the filing of the certificate of formation (the “Certificate of Formation”), form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby declare the following to be the Limited Liability Company Agreement of such limited liability company:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Steven Stogel (“Guarantor”) is as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Dennis Ryll, with an address of (“Guarantor”) is as follows:
VACCINE PURCHASE AND SALE AGREEMENTVaccine Purchase and Sale Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS VACCINE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of April 28, 2006 (the “Effective Date”) by and between Biovax, Inc., a Florida corporation with offices located at 377 Plantation St., Worcester, Massachusetts 01605 (“Biovax”) and Biovest International, Inc., a Delaware corporation, with its offices located at 324 S. Hyde Park Avenue Suite 350, Tampa, Florida 33606 (“Biovest” and with Biovax, the “Parties” or singularly a “Party”).
BIOVAX, INC. CONVERTIBLE LOAN AGREEMENT April 25, 2006Convertible Loan Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made by and between Biovax, Inc., a Florida corporation (the “Borrower”), Telesis CDE Two, LLC, a Delaware limited liability company (the “Lender”), and Biovest International, Inc., a Delaware corporation (the “Company”). The Company is made a party to this Agreement because of the provisions of Articles 5 and 6 and where the context specifically requires.
TELESIS SUBORDINATION AGREEMENTSubordination Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 25th day of April 2006, by and among Laurus Master Fund, Ltd., a Cayman Islands company (the “Senior Lender”), Telesis CDE Two, LLC, a Delaware limited liability company (the “Subordinated Lender”), Biovax, Inc., a Florida corporation (the “Company”), Biovest International, Inc., a Delaware corporation (“Biovest”), and Accentia Biopharmaceuticals, Inc., a Florida corporation (“Accentia,” and together with the Senior Lender, the Subordinated Lender, the Company and Biovest, collectively, the “Parties”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in that certain Consent referred to below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Donald Ferguson (“Guarantor”) is as follows:
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of April 18, 2006 (the “Effective Date”) by and between Biovest International, Inc., a Delaware (USA) corporation, with its offices located at 324 S. Hyde Park Avenue Suite 350, Tampa FL 33606 (“Biovest”), and Biovax, Inc., a Florida corporation with offices located at 377 Plantation St. Worcester, Massachusetts 01605 (“Biovax.” and together with Biovest, collectively, the “Parties,” and, individually, a “Party.”),
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”), dated as of April 29, 2005 and amended and restated as of April 25, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”), and each of the other undersigned parties (other than the Pledgee) (the Parent and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
ContractPromissory Note • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
NEITHER THIS NOTE NOR THE SECURITIES WITH WHICH THIS NOTE MAY BE REPAID HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SUBORDINATED CONVERTIBLE PROMISSORY NOTESubordinated Note • May 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
FOR VALUE RECEIVED, BIOVAX, INC., A Florida corporation (the “Borrower”), promises to pay to the order of TELESIS CDE TWO, LLC, a Delaware limited liability company (or its successors and assigns) (the “Lender”), in lawful money of the United States Of America in immediately available funds or common stock, as provided in Section 2 hereof, at such location as the Lender may designate from time to time, the principal sum of Eleven Million Five Hundred Thousand And 00/100 Dollars ($11,500,000.00), together with interest accruing on the outstanding principal balance from the date hereof, all as provided herein. Capitalized terms not otherwise defined herein shall have the meanings set forth in, and the interpretations applicable thereto, the Convertible Loan Agreement of even date herewith between the Borrower and the Lender (as amended and modified from time to time in accordance with its terms, the “Loan Agreement”).
