SECURITY AGREEMENTSecurity Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of June 17, 2008 (this “Agreement”), is among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company” or the “Debtor”) “), and Accentia Specialty Pharmacy, Inc. and AccentRX, Inc., subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due 3 years following their issuance, in the original aggregate principal amount of $8,467,432 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of June 17, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2008, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2008, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE JUNE 17, 2011Convertible Security Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS 8% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of Accentia Biopharmaceuticals, Inc., a Florida corporation, (the “Company”), having its principal place of business at 324 South Hyde Park Ave., Suite 350, Tampa, Florida 33606, designated as its 8% Secured Convertible Debenture due June 16, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC.Security Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 6 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
THIS STOCK PLEDGE AGREEMENT (the “Agreement”), dated as of the 16th day of June, 2008, by ACCENTIA BIOPHARMACEUTICALS, INC. (“Pledgor”), to SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation (“Secured Party”).
REVOLVING CREDIT NOTE MODIFICATION AGREEMENTRevolving Credit Note Modification Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
THIS REVOLVING CREDIT NOTE MODIFICATION AGREEMENT (the “Amendment”) is dated as of May 15, 2008, between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (herein called the “Borrower”), and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation, successor by merger to Missouri State Bank and Trust Company, a Missouri banking corporation (herein called the “Lender”).
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Missouri
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (the “Amendment”) is dated as of June 16, 2008, between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (herein called the “Borrower”), and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation, successor by merger to Missouri State Bank and Trust Company, a Missouri banking corporation (herein called the “Lender”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • California
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of June 16, 2008, is made between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Pledgor”) and McKESSON CORPORATION, a Delaware corporation (“McKesson” or “Secured Party”).
REAFFIRMATION OF GUARANTYReaffirmation of Guaranty • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
The undersigned (each hereinafter referred to as the “Guarantor”), as an inducement to Southwest Bank of St. Louis, as successor by merger with Missouri State Bank and Trust Company (the “Bank”) to enter into a Third Amendment dated as of June 16, 2008, to the Credit Agreement described below, which amendment in part increases the amount available to “Borrower” (as that term is hereinafter defined) from $4,000,000 to $4,085,000, does hereby reaffirm and acknowledge such Guarantor’s continuing obligations under the Continuing Contract of Guaranty, originally dated as of December 30, 2005, and amended and restated on March 29, 2006 (the “Guaranty”), pursuant to which such Guarantor guaranteed to Bank the full and prompt payment and performance, when due, whether at stated maturity, acceleration or otherwise, of all obligations of Accentia Biopharmaceuticals, Inc. (the “Borrower”) under: (i) that certain Revolving Credit Agreement dated as of December 30, 2005, as from time to time amende
AMENDMENT NO. 1 TO TERMINATION AGREEMENT RE BIOLOGICS DISTRIBUTION AGREEMENTTermination Agreement Re Biologics Distribution Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • California
This “Amendment No. 1 to Termination Agreement Re Biologics Distribution Agreement” (this “Agreement”) is executed as of this 18th day of June, 2008 by and between McKESSON CORPORATION, a Delaware corporation (“McKesson”) and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”) based on the following facts and understandings:
