SECURED CONVERTIBLE MINIMUM BORROWING NOTE Clause Samples

SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, each of ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Parent”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “Company” and collectively, the “Companies”), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, ▇▇▇▇▇▇ House, South Church Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, Fax: ▇▇▇-▇▇▇-▇▇▇▇ (the “Holder”) or its registered assigns or successors in interest, the sum of Two Million Five Hundred Thousand Dollars ($2,500,000), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on April 29, 2006 (the “Maturity Date”) if not sooner indefeasibly paid in full; provided, however, if the Parent shall have consummated the initial public offering of Common Stock (as defined in the Security Agreement) on or prior to March 31, 2006, the Maturity Date shall be April 29, 2008. This Second Amended and Restated Secured Convertible Minimum Borrowing Note amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain $2,500,000 Secured Convertible Minimum Borrowing Note made by the Companies in favor of the Holder on April 29, 2005 and amended and restated on or about September 13, 2005. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended and restated, further amended, modified and/or supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Second Amended and Restated Secured Convertible Minimum Borrowing Note (this “Note”):

SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, COMC, INC. a Delaware corporation (the “Borrower”) promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services Limited, P.O. Box 309 GT, ▇▇▇▇▇▇ House, South Church Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, Fax: ▇▇▇-▇▇▇-▇▇▇▇ (the “Holder”) or its registered assigns, on order, the sum of One Million Dollars ($1,000,000), or, if different, the aggregate principal amount of all “Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on November 30, 2007 (the “Maturity Date”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement between Borrower, certain Subsidiaries of the Borrower and the Holder dated as of November 30, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):

SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, each of ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Parent”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “Company” and collectively, the “Companies”), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, ▇▇▇▇▇▇ House, South Church Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, Fax: ▇▇▇-▇▇▇-▇▇▇▇ (the “Holder”) or its registered assigns or successors in interest, the sum of Two Million Five Hundred Thousand Dollars ($2,500,000), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on April 29, 2006 (the “Maturity Date”) if not sooner indefeasibly paid in full; provided, however, if the Parent shall have consummated the initial public offering of Common Stock (as defined in the Security Agreement) on or prior to March 31, 2006, the Maturity Date shall be April 29, 2008. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and/or supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Amended and Restated Secured Convertible Minimum Borrowing Note (this “Note”):

SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, each of T▇▇▇▇▇ EQUIPMENT, INC. (f/k/a Maxim Mortgage Corporation), a Delaware corporation (“T▇▇▇▇▇ Equipment”), and T▇▇▇▇▇ VENTURES, INC., a Delaware corporation (“T▇▇▇▇▇ Ventures” and together with T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, each a “Borrower” and collectively the “Borrowers”), jointly and severally promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, U▇▇▇▇▇ House, South Church Street, G▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, Fax: 3▇▇-▇▇▇-▇▇▇▇ (the “Holder”) or its registered assigns, on order, the sum of Eight Million Dollars ($8,000,000), or, if different, the aggregate principal amount of all “Revolving Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on November 9, 2007 (the “Maturity Date”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security and Purchase Agreement among Borrowers and the Holder dated as of November 9, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):

SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, CONVERSION SERVICES INTERNATIONAL, INC. a Delaware corporation (the “Borrower”) promises to pay to LAURUS MASTER FUND, LTD., c/o Ogier Fiduciary Services (Cayman) Limited, P.O. Box 1234, Queensgate House, South Church Street, G▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, British West Indies, Fax: 3▇▇-▇▇▇-▇▇▇▇ (the “Holder”) or its registered assigns, on order, the sum of Two Million Dollars ($2,000,000), of, if different, the aggregate principal amount of all “Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on August 15, 2007 (the “Maturity Date”). This Note amends and restates in its entirety, and is given in substitution for and not in satisfaction of, that certain Secured Convertible Minimum Borrowing Note issued in the original principal amount of $2,000,000 by the Company in favor of the Holder on August 16, 2004. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement between Borrower, certain Subsidiaries of the Borrower and the Holder dated as of August 16, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):