Exhibit 1.1 MERIT CAPITAL ASSOCIATES , INC. 125,000 shares of Common Stock, $.001 par value UNDERWRITING AGREEMENTSb Merger Corp • January 9th, 2001 • Blank checks • New York
AMENDED AND RESTATED ESCROW AGREEMENT (FUNDS)Escrow Agreement • November 7th, 2000 • Sb Merger Corp • Blank checks • New York
EXHIBIT 10.6 ------------ THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. SUCH WARRANT AND SHARES MAY NOT...Sb Merger Corp • April 15th, 2002 • Blank checks • Massachusetts
PLEDGE AGREEMENT ----------------Pledge Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2000 • Sb Merger Corp • Blank checks
EXHIBIT 10.36 ------------- ASSIGNMENT AND ASSUMPTION AGREEMENT DynaGen, Inc., a Delaware Corporation with an address of 200 Highland Avenue, Suite 301, Needham, MA 02494 ("DynaGen"), Able Laboratories, Inc., a Delaware corporation with an address of...Assignment and Assumption Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
EXHIBIT 10.9 ------------ THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. SUCH WARRANT AND SHARES MAY NOT...Sb Merger Corp • April 15th, 2002 • Blank checks • Delaware
EXHIBIT 10.17 ------------- SUBSCRIPTION AGREEMENT ---------------------- RXBAZAAR.COM, INC. RxBazaar.com, Inc. 200 Highland Avenue, Suite 301 Needham, MA 02494 Ladies and Gentlemen: 1. PURCHASE. Subject to the terms and conditions hereof, the...Subscription Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
MERIT CAPITAL ASSOCIATES , INC. 125,000 shares of Common Stock, $.001 par value UNDERWRITING AGREEMENTSb Merger Corp • November 7th, 2000 • Blank checks • New York
MERIT CAPITAL ASSOCIATES, INC. 125,000 shares of Common Stock, $.001 par value UNDERWRITING AGREEMENTSb Merger Corp • January 25th, 2001 • Blank checks • New York
RECITALS: ---------Pledge and Security Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
ARTICLE II REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
EXHIBIT 10.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. THE WARRANT AND THE SHARES MAY NOT BE OFFERED...Rxbazaar Inc • October 28th, 2003 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
RECITALS:Loan Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Tennessee
MERIT CAPITAL ASSOCIATES , INC. 125,000 shares of Common Stock, $.001 par value UNDERWRITING AGREEMENTSb Merger Corp • August 24th, 2000 • Blank checks • New York
RECITALS: ---------Security Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Tennessee
EXHIBIT 10.1 ------------ AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 15th, 2002 • Sb Merger Corp • Blank checks • Delaware
EXHIBIT 10.28 ------------- NORTH X NORTHWEST OFFICE AND TECHNOLOGY CENTER FOREST PARK, OHIO LEASE AGREEMENT STATE OF OHIO COUNTY OF HAMILTON THIS LEASE, is made and entered into this 25th day of April, 2001, by and between SCOTT F. ORTON and JOHN H....Sb Merger Corp • April 15th, 2002 • Blank checks • Ohio
EXHIBIT 10.2 ------------ THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS...Sb Merger Corp • April 15th, 2002 • Blank checks • Tennessee
THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS BEEN ACKNOWLEDGED BY MAKER AND BY SUPERIOR PHARMACEUTICAL COMPANY.
EXHIBIT 10.16 ------------- SECURITIES PURCHASE AGREEMENT ----------------------------- RXBAZAAR.COM, INC. RxBazaar.com, Inc. 11895 Kemper Springs Drive Cincinnati, Ohio 45240 Ladies and Gentlemen: 1. Purchase. Subject to the terms and conditions...Securities Purchase Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
EXHIBIT 10.13 ------------- STOCK PURCHASE AGREEMENT ------------------------ RXBAZAAR.COM, INC. RxBazaar.com, Inc. 1000 Winter Street Suite 2700 Waltham, MA 02451 Ladies and Gentlemen: 1. Purchase. Subject to the terms and conditions hereof, the...Stock Purchase Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks
EXHIBIT 10.37 ------------- GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of February 15, 2001, among DynaGen, Inc., a Delaware corporation (the "Company"), RxBazaar.com, Inc., a Delaware corporation...Guaranty and Pledge Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
GUARANTY --------Sb Merger Corp • April 15th, 2002 • Blank checks
This agreement shall operate as a continuing, unconditional and absolute guaranty (this "Guaranty") of the due and punctual payment of the Obligations, and not of their collectibility only. If the Obligor defaults in the payment or performance of the obligations, the obligations of the Guarantor under this Guaranty shall become immediately due and payable to CIT, without demand or notice of any kind, all of which are expressly waived. The Guarantor waives any right that the Guarantor may have to require CIT first to proceed against the Obligor or against any other guarantor or any other person. The Guarantor also waives any right that the Guarantor may have to require CIT to realize on any security held by CIT before proceeding against the Guarantor for the enforcement of this Guaranty. The Guarantor subordinates any right that the Guarantor may have against the Obligor arising as a result of payment or other performance by the Guarantor under this Guaranty, whether arising by way of a
WITNESSETH:Employment Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
WITNESSETH:Employment Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
EXHIBIT 2.1 ----------- AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • June 13th, 2002 • Sb Merger Corp • Blank checks • Delaware
EXHIBIT 2.1 ----------- MERGER AGREEMENT AND PLAN OF REORGANIZATION February 1, 2002Merger Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Delaware
EXHIBIT 10.24 ------------- EMPLOYEE INVENTION, TRADE SECRET AND NON-DISCLOSURE AGREEMENT In consideration of my employment or continued employment, and of the compensation to be paid to me therefor, by RxBazaar.com, Inc., a Delaware corporation (the...Sb Merger Corp • April 15th, 2002 • Blank checks • Ohio
EXHIBIT 10.3 THIS OPTION AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. THE OPTION AND THE SHARES MAY NOT BE OFFERED...Option Agreement • October 28th, 2003 • Rxbazaar Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
EXHIBIT 10.27 ------------- COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into as of the date set forth below between SPC PROPERTIES LIMITED, and Ohio limited liability company, hereafter referred to as "Lessor" and SUPERIOR...Commercial Lease Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Ohio
WITNESSETH ----------Liquidation Assistance Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • New York
PREAMBLERefusal Agreement • April 15th, 2002 • Sb Merger Corp • Blank checks • Massachusetts
EXHIBIT 10.3 ------------ THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS...Sb Merger Corp • April 15th, 2002 • Blank checks • Tennessee
THIS NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BY AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FINOVA MEZZANINE CAPITAL INC. AND ARGOSY INVESTMENT PARTNERS, L.P., WHICH HAS BEEN ACKNOWLEDGED BY MAKER AND BY SUPERIOR PHARMACEUTICAL COMPANY.
