SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 19, 2008, between Biovest International, Inc., a Delaware 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 • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 19, 2008, among Biovest International, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT BIOVEST INTERNATIONAL, INC.Security Agreement • September 26th, 2008 • Biovest International 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 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biovest International, Inc., a Delaware 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).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of September 19, 2008, is made by Biovest International, Inc., a Delaware corporation (“Grantor”), in favor of the holders of the Grantor’s 15% Convertible Debentures due March 31, 2010 in the original aggregate principal amount not to exceed $5,000,000 (each as amended, modified, supplemented and/or restated from time to time, collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (the “Secured Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 19th day of September 2008, by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Subordinated Lender”), and each of the parties which have executed this Agreement on the signature pages below as senior lenders (each, a “Senior Lender” and, collectively, the “Senior Lenders”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement referred to below.
SUBORDINATION AGREEMENTSubordination Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 19th day of September, 2008, by and among each of the parties which have executed this Agreement on the signature pages below as subordinated lenders (the “Subordinated Lenders” and each, a “Subordinated Lender”), and LV Administrative Services, Inc., a Delaware corporation, as agent (in such capacity, “Agent”) for itself and the Purchasers from time to time party to the Note Purchase Agreements referred to below (together with their affiliates, endorsees, transferees and assigns, each, a “Lender” and, together with the Agent, the “Senior Lenders”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Note Purchase Agreements referred to below.
SECURITY AGREEMENTSecurity Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of September 19, 2008 (this “Agreement”), is among Biovest International, Inc., a Delaware corporation (the “Company” or the “Debtor”) and the holders of the Company’s 15% Secured Convertible Debentures due March 31, 2010 in the original aggregate principal amount not to exceed $5,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 19th day of September, 2008, by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Subordinated Lender”), and LV Administrative Services, Inc., a Delaware corporation, as agent (in such capacity, “Agent”) for itself and the Purchasers from time to time party to the Note Purchase Agreements referred to below (together with their affiliates, endorsees, transferees and assigns, each, a “Lender” and, together with the Agent, the “Senior Lenders”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Note Purchase Agreements referred to below.
