COMMON STOCK PURCHASE WARRANT (CLASS 6) ACCENTIA BIOPHARMACEUTICALS, INC.Common Stock Purchase Warrant • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
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 three (3) 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). This Warrant and the Warrant Shares issuable upon exercise of this Warrant are issued by the Company, pursuant to Section 1145 of the Bankruptcy Code and Article 5.7.1.9 of the Plan (as defined below), in exchange for the Holder’s claims against the Company, and are exem
STOCK PLEDGE AGREEMENT (Analytica Common Stock)Stock Pledge Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2010, by and between LV Administrative Services, Inc., as Administrative and Collateral Agent for the Lenders (the “Pledgee”), and Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Pledgor”).
PLEDGE AGREEMENTPledge Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PLEDGE AGREEMENT, dated as of November 17, 2010 (this “Agreement”), is made by Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Pledgor”), in favor of the holders (the “Holders” or the “Pledgees”) of the 8.50% Secured Convertible Debentures Due May 17, 2012 (collectively, the “Debentures”) issued by Pledgor to the Holders.
GUARANTYGuaranty • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, the undersigned “Guarantor” unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns, the prompt payment when due (whether by acceleration or otherwise) of all obligations of Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) to the Creditor Parties and of all instruments of any nature evidencing or relating to the obligations of the Company and any other such obligations and liabilities upon which the Company or one or more parties and the Company is or may become liable to the Creditor Parties, whether incurred by the Company as maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and however or whenever acquired by the Creditor Parties, arising under, out of, or in connection with (i) that certain Term Loan and Security Agreement dated as of November 17, 2010 (as amended, restated, mo
RESIGNATION SETTLEMENTResignation Settlement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Florida
This Resignation Settlement (this “Agreement”), effective as of December 31, 2010 (“Effective Date”), is executed by ACCENTIA BIOPHARMACEUTICALS, INC. (“Company”), a Florida Corporation, and ALAN M. PEARCE, (“Pearce”), residing at 13766 E. Yucca Street, Scottsdale, AZ, 85259, to record their following agreement:
SECURITY AGREEMENTSecurity Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SUBSIDIARY GUARANTEE, dated as of November 17, 2010 (this “Guarantee”), is 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 holders (together with their permitted assigns, the “Holders”) of the 8.50% Secured Convertible Debentures Due May 17, 2012 (collectively, the “Debentures”) of Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between LAURUS MASTER FUND, LTD. (IN LIQUIDATION), a Cayman Islands company (“Laurus”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).
TERM LOAN AND SECURITY AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto and ACCENTIA BIOPHARMACEUTICALS, INC. Dated: November 17, 2010Term Loan and Security Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This TERM LOAN AND SECURITY AGREEMENT is made as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”), by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).
SECURITY AGREEMENTSecurity Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT, dated as of November 17, 2010 (this “Agreement”), is by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company” or the “Debtor”), and the holders of the Company’s 8.50% Secured Convertible Debentures Due November 17, 2013 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between VALENS OFFSHORE SPV I, LTD., a Delaware limited liability company (“Valens Offshore”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).
GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTYGrant of Security Interest in Intellectual Property • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY is made as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, this “Grant”), by ANALYTICA INTERNATIONAL, INC., a Florida corporation (the “Grantor”) in favor of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Secured Party”).
GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTYGrant of Security Interest in Intellectual Property • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY is made as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, this “Grant”), by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Grantor”) in favor of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Secured Party”).
